Forgive The Past
by Shadowsnake89
Summary: It's been several months since the end of the Friendship Games. Twilight Sparkle has made the move from Crystal Prep to Canterlot High and is enjoying the new friendships she's made. Back at her old school however, some of her former teammates realize how wrong they were in how they treated Twilight and seek to make amends. Unbeknownst to anyone, another force has it's eyes on them
1. Chapter 1

It was just after sundown in the City of Canterlot as the Dazzlings emerged from the local movie theater. Sonata leaped out of the front doors of the establishment and excitedly skipped down the street as Adagio and Aria trailed behind her. "Wasn't that a great movie? We should totally see it again."

"I don't know," Adagio said. "Wasn't really my cup of tea."

"I know, right?" Chimed in Aria as they walked down the street. "I mean seriously. The bad guy almost destroyed all of time and space and then at the last second they turn around and everyone forgives them and they sing a happy go lucky song. How unrealistic is that?" The two elder sisters continued to debate the movie as Sonata stayed a distance ahead of them.

"Yeah, I mean all that planning and effort and you let yourself get talked into surrendering? The director should be ashamed of himself."

The blue skinned girl stopped in her tracks as she spotted a familiar face a short distance away. "Hey, over here!" she shouted, frantically waving her hands to no avail it seemed as the person walked down an alleyway. "Guess she didn't hear me." Sonata proceeded to run in the direction the other girl had gone.

"Where are you going?" Adagio shouted as she and Aria raced after their companion. "Sonata, wait up!" The two rounded the corner and entered the alley seconds behind the first. For a few moments the dark path lit up in a brilliant light before it faded away. The figure emerged alone, a hood covering their face as they quickly left the scene.

 **The Next Day**

It was mid-Sunday at Indigo Zap's home as she'd invited Sour Sweet, Lemon Zest, Sunny Flare and Sugarcoat over to spend the day. The girls discussed school and their future plans before breaking into a bit of gossip via Sunny, who was all too happy to air some of her other classmates dirty laundry. "Okay, I got refills." Indigo said as she entered the room with a tray of glasses filled with various drinks. She stopped in the doorway as she spotted Sour Sweet rummaging through her closet. "What are you doing?"

"Oh nothing sweetie," Sour said politely before putting on a scowl. " _Just looking for those blasted pillows._ "

"Wh...What are you talking about?" Indigo shifted her eyes nervously.

"Lemon Zest said something about you having pillows with all of us on it." Sugarcoat explained as Zest gave a blushing smile and shrugged her shoulders.

The blue haired girl promptly removed Sour Sweet from the closet, closing the door and seated her down with the others. "Anyway...how do you guys think Twilight's doing over at CHS?"

"Probably enjoying her new friends," Sunny commented. "Why do you care anyway?"

"Tch, I don't. Just wondering is all. I bet she's bored to tears over there just begging to come back."

"You'd lose that bet, seeing as how she was jumping for joy with those girls from Canterlot High as we were leaving." Sugarcoat chimed in before she took a sip of her drink. "I even saw them having a picnic by the school."

"And why exactly were you out that way?" Sunny questioned.

"I was out seeing how a friend was doing." Sugarcoat countered.

Lemon Zest, lying on her stomach, rolled over to the white haired girl and sat directly in front of her to stare at her face to face. After a brief moment of awkwardness Zest turned to the others. "Yep, she's telling the truth."

"Well of course she is." the pink haired girl said. " _When does she ever lie?_ "

"You know, I'm kind of glad that Twilight has some friends. She was always so...isolated." Flare added.

"Weren't we her friends?" Zest asked as the others turned to her. "What?"

"Deary, we weren't exactly what you'd call friendship material."

"Honestly we were pretty awful, _but Cinch was the worst._ "

Indigo flopped down on her bed and stared up at the ceiling. "Yeah, Cinch may have pressured her to compete but we kept on berating her, blasting what little confidence she had to pieces and forcing her to use that device of hers. I wouldn't blame Twilight if she never thought about us ever again." The others were disturbingly silent as they looked at one another.

"I've got it!" Indigo jumped to her feet at her own declaration. "We could go over and make it up to her. Show here we're sorry and that we really do care."

"Do we care?" Sunny asked as Indigo scowled at her. "Kidding. Let's go." The girls proceeded to gather their things and head out the door.

"Does anyone know her number by the way?" Lemon asked.

"I have her address. We could stop by her house." Sugarcoat suggested.

"A splendid idea." Sour complimented. " _Just as soon as I find those pillows._ "

"Oooookay," Indigo said nervously as she shoved everyone out of her room. "What do you say we get going over to Twilight's? I'll be down in just a second. Just need to grab my jacket." She shut and locked the door behind her as a panel opened over her bed and a set of four pillows, each with a full body picture of her friends hung from strings. "Oh, that was a close one."

 **Meanwhile**

"Let me go! You don't know who you're dealing with, humans!" screamed a girl with chalk white skin and pale blonde hair with a streak of black running through it. The girl found herself caught in a large drainage tunnel by none other than Sunset and her six friends. "And give me back my pendent!"

"Yeah, like that'll happen." Rainbow Dash rolled her eyes and tauntingly held the pendent up as the girl continually struggled in Applejack's grip. "I thought we took care of all the sirens. Where did this one come from?"

"The name's Ghost Note."

"Fascinating darling. Well Sunset, any thoughts on the matter?" Rarity asked as the fiery haired girl pondered.

"Only one way to find out." Sunset cautiously approached the siren. She reached out her hand only to draw it back swiftly as Ghost Note attempted to bite her hand with a set of surprisingly razor sharp teeth. "Yikes!"

"Let me help." Twilight said as she used her newly acquired abilities to levitate the siren, holding her body stiffly in place so that her friend could get to work. "That should do it."

"Thanks." Sunset reached her hand out once again, this time with no danger of losing a finger and touched the girl's forehead as she gave a hateful stare with her blood red eyes. After what seemed like only a few seconds to everyone else, Sunset lowered her arm, having gotten all the information she needed. The others looked on with concern as she backed away looking slightly disturbed.

"Are you alright Sunset?" Fluttershy asked as she and the others gathered around her.

"Yeah, I'm fine. Got everything I needed to know about her and her friends. Everything else was a bit...disturbing." Ghost smirked at the girl as Applejack seized her again as Twilight let go.

"Wait, you mean there's more mind controlling fish people out there?" Pinkie exclaimed.

"I am not a fish!" the siren shouted. "Fish are lowly creatures. Just slightly below humans."

Dash stepped forward and again flashed Ghost's pendent in front of her. "Well, welcome to the human race. Because without this that's about all you are, well except for the jacked up teeth."

Twilight's familiar ring tone began to echo through the tunnel as she answered it. "Hello. I'm kind of in the middle of something. Oh, well alright. I'll be home soon, love you too." She hung up the phone and turned back to her friends. "That was my mom. She needs me to get home right now."

"Go on ahead, sugarcube. We've got this one." Applejack said as she mildly exerted herself to hold their captive in place. Twilight bid a farewell to the group as she found her way back to the surface. The rest of the girls decided to question the siren a bit further.

"Alright, Ghost Note is it?" Sunset asked as she received no reply from the girl. "I know Starswirl sent you here with some others, but you don't know where they are now. Do you know where we can find them?"

"Spill it already," Rainbow Dash interjected as she stepped up. "We already beat the Dazzlings so you and your group don't stand a chance against our awesomeness."

Ghost Note seemed to perk up after she heard that. "Wait, the Dazzlings? So they actually were here?" She began to laugh for a moment before she stopped to think. "Alright, the thing is..." She reared her head back and butted AJ in the left eye which made her drop the girl who immediately lunged forward and bit down on Rainbow's right leg. The pain caused her to lose her grip on the pendent as the siren retrieved it.

Rarity launched one of her diamond shields at her as Pinkie joined in with her explosive sprinkles. Ghost evaded them long enough to slip down another tunnel and dart away. "Come on we gotta go after her." Dash said as she attempted to use her super speed only to fall a few feet away.

"Hang on there Dash. You ain't going anywhere with your leg messed up like that." Applejack said as she and Fluttershy helped her to her feet. "She's bound to show up again sooner or later. Let's get you back topside and get that looked at."

"Fine," Dash said with an angered expression. "but next time she's all mine."

 **Twilight's Home**

"I'm home." Twilight called out as she opened the front door. "Mom, Dad, Shining Armor?"

"In here Twilight." She heard the voice of Spike call from the living room. As she walked in and around the corner she froze up in fear as she saw half of the Friendship Games Shadowbolts team seated in the room, Spike seated on Lemon Zest's lap.

"S'up, Sparkle." Indigo Zap greeted with a casual wave as the girl stood in the doorway for a moment before darting away. "Was it something I said?"


	2. Chapter 2

"Twilight...cut it out!" Indigo yelled as she held the other girl in a half nelson as the two tumbled to the ground just short of Twilight's front door. "Stop squirming you little nerd." The other girls and Spike were soon in the hall as well as they were a bit embarrassed by Zap's approach.

"This is not how I envisioned this would go." Sugarcoat admitted.

"It's exactly how I thought." Sunny Flare countered.

"Let...me...go!" Twilight continued to struggle as Indigo strengthened her hold. "I don't want any trouble!"

"Indigo, honey," Sour Sweet said with a smile before frowning at the girl wrestling on the ground. " _would you just get off her already. You're making this super weird._ "

"Twilight, just listen."

"No!" Twilight's frustrations finally boiled over as her abilities activated and she hurled Indigo away and levitated the others. "Oh no, I'm so sorry." She immediately released them and rushed over to Indigo who was laying against the wall.

"Are you alright?"

"Ugh, I'll be fine." The blue haired girl rubbed the back of her head as she got to her feet.

"How did you do that?" Lemon asked. "Because that was cra...cra...crazy!"

"Um, well..." Twilight hesitated for a moment as the girls looked on anxiously.

Spike broke the silence as he barked. "Right, magic stuff." Indigo said as she remembered the task at hand. "Not why we're here. The thing is Twilight, we wanted to apologize."

"We realize we weren't the nicest people." Sour Sweet said as her gaze turned downward. " _We certainly weren't the worst either._ "

Sugarcoat decided to speak next. "Point is, we're really sorry for what we made you do and making you feel like you didn't belong. And if you'd give us the chance, we'd like to make it up to you."

Twilight looked at the group before picking up Spike. "Would you excuse me for just a minute?" She promptly headed up to her room, closing the door behind her before she sat on her bed. "They're up to something."

"I don't know Twilight. Looked to me like they really meant it." After hearing him out, Twilight took out her phone and scrolled down to Sunset's number.

 **Meanwhile**

"So tell us exactly what happened." Sunset said as she and the other girls stood in the two bed hospital room where Adagio and Sonata resided.

Sonata was the first to speak. "Well we were coming home from the movies and I thought I saw Sunset."

"Me?"

"At least I thought it was you. I followed whoever it was down the alley..."

"And Aria and I chased after her," Adagio continued. "The last thing I remember was this bright light and the next thing I know we woke up here. Doctor said they'd found us passed out."

"So how are y'all feelin'?" Applejack inquired.

"Honestly, I just feel drained. Like we did after the Battle of the Bands."

"That doesn't sound good at all." Sunset noted.

"You don't think someone's out there stealing magic again, do you?" said Fluttershy.

"I wouldn't doubt it after all that's happened. Speaking of which, about that other siren..."

"Never heard of her," Adagio answered.

"Maybe Starswirl sent even more sirens through the mirror after us." Sonata noted as she smiled in excitement. "It'll be so cool having other sirens to hang out with."

"I wouldn't get your hopes up Sonata." Rainbow Dash gestured to the girl. "She was a lot less like you and more psycho crazy."

"Still, we should get to finding whoever this is that attacked you and then we'll worry about these other sirens." Sunset's phone began to ring and she pulled it out to answer. "It's Twilight. I'll be right back." She excused herself and walked down the hall.

"Get off me!" The remaining girls turned to see Aria, still in her hospital gown, fighting against Crimson Napalm, Rarity, Pinkie Pie and one of the nurses as they tried to restrain her. "We're leaving now! So sign me out, give me my cloths and let me go!"

"Miss, I've already explained. You're a minor and you're not going anywhere until your parent or guardian checks you out." the nurse explained.

"And Granny Smith ain't checking you out 'til she knows you're alright." Applejack explained, her arms crossed. "So you're stayin' put. So either you walk back to your room on your own, or I'm making you." She flashed her orange, strength enhancing jewel as Aria surrendered and allowed the nurse to guide her back to her room.

While the situation was being resolved, Sunset was doing her best to help Twilight to settle her own. "So they're there right now?"

"Yes and I'm not sure what they really want."

"So, what makes you think they don't just want to be friends?"

"Maybe because I turned into a monster and nearly destroyed the world as we know it."

"But they forgave you, Twilight. You don't think they came all the way there just so they could play some prank or something, do you?"

"I just don't know."

"Well, all I can tell you is to just trust yourself. We'll be at the hospital for a little while longer but we'll see you soon. Just call if you need us. Good Luck"

"Thanks Sunset." Twilight sat on her bed as she contemplated her next move. She looked down at Spike as she petted the dog on her lap. She took a deep breath before finally making up her mind.

"Maybe we came on too strong?" Lemon asked as she sat across from the others as they waited for Twilight to return, if she ever did.

"That must be it," Sour Sweet commented before frowning. " _It couldn't have anything to do with Indigo going pro wrestler on her._ "

"Well I wouldn't have had to if she didn't run." Indigo defended.

"Just for the record, I was against all this." Sunny Flare chimed in nonchalantly as Sugarcoat turned to her.

"And just for the record, none of us care." The group went back and forth until the sound of someone clearing their throat caught their attention. Twilight stood in the doorway, Spike in her arms, as she looked over the group in silence.

"So...what did you girls have in mind?"

 **Later**

In the maze-like confines of Canterlot's sewer system a figure wearing a black hooded sweatshirt and blue jeans waited patiently in front of several monitors that had been set up. They sat in a vast room filled with all manor of items that gave the area a more apartment like look. A sound rang out as something behind them dropped to the floor from one of the pipes. "You're late." a woman's voice said bluntly as she quickly covered her face with the hood and turned to see the siren, Ghost Note.

"Why didn't you tell me they had Equestrian magic?" the siren demanded to know as she stood up.

"I was sure you'd find out for yourself, and I just hate ruining surprises."

"They almost captured me and took my gem! One of them even had some kind of mind reading ability."

"But they didn't and here you are now. As for...Sunset, that is exactly why I put those magic blocks on you to prevent her from knowing anymore than I want her to. If Sunset has one fatal flaw, it's that once bait has been put out, her curiosity will always get the better of her."

Ghost's right eye began to twitch as she gave a twisted smile. "I'm sorry, what-what did you just call me?"

"I beg your pardon."

"What was it you called me?" Ghost Note's eyes began to glow red as her gem started to illuminate as well. "You said I was **bait**!" The hooded figure took a few steps back as a projection of a white siren with red eyes and black and yellow fins emerged from the energy generated by the gem. The large creature appeared over her head, snarling and clearly as unhappy as the girl who brought it forth. "No one calls me that! No one! You have no idea who you're deal..."

She was stopped midway through her sentence as her magic flowed across the room to the other person in the room who simply held her hand out. The projection slowly dissipated as the green energy was sucked first out of her mouth and then from her crystal. "I think, my little fish, that you don't wholly know who you are dealing with." After all the energy was fully absorbed from her, Ghost Note fell, almost lifeless to the floor. "Thanks for bringing out your magic by the way, so much easier when it's out in the open. Saves me the trouble of having to do the whole skin-to-skin contact thing."

"What did you...do to me?" the siren said as she weakly attempted to get to her feet only to topple over.

"Let's just say, you may want to find a new problem solving method, because I'm afraid you won't be singing away your problems anymore." The still hooded woman stood over the powerless siren as the newly acquired power flicked across her finger tips. "Sadly, for you I mean, I can't let you leave. So you'll just have to a part of my little game."


	3. Chapter 3

"How ya doing everybody?" Lemon Zest said energetically through a mic in front of her as she sat in a small room full of broadcast equipment. Just behind her, Twilight Sparkle watched in a quite curiosity as the other girl did her thing. She'd agreed to accompany each of the Shadowbolts for a week of activities as their way of making amends for not really being very good friends to her before. "You're kickin' it Blaster Radio, which is in my opinion, which I respect, the greatest radio station in our beautiful little pocket of the world. Next up we've got Sapphire Shores with "Serves Her Right". Enjoy."

Lemon swiveled around in her chair after she switched the track on and removed her headphones. "So what do you think? Pretty cool, huh?"

"I have to admit, it is pretty impressive. But how did you manage to get a radio station?"

"Well my dad nixed the tank idea." Twilight chuckled only to find that Lemon wasn't joking.

"Oh." Still a bit nervous, Twilight decided to change the subject. "By the way thanks for treating me to lunch."

"Don't mention it." Lemon gave the other girl a light smile. "You know we're not trying to trick you or anything, right? We all feel really bad about the way we treated you before, making you use that device that made you go all wonky and what not. I know Sugarcoat will probably tell you the same thing but I just wanted to get that out in the open and hope you'll give us the benefit of the doubt."

"I will. And I really do appreciate what you're doing." Just then, the two heard a low rumbling sound. "What was that?"

Lemon held her stomach as a look of distress flashed across her face. "That would be my lunch. Why did you let me order that spicy chorizo super burrito?" She jumped up from her seat in a panic.

"Because you wanted it."

"You should know I don't know what I want! Oh jeez, here!" She placed Twilight in the swivel chair and put the headphones around her neck. "Cover for me!" Lemon raced out of the room with speed that would've made even Rainbow Dash green with envy.

"Um, Lemon?" Twilight attempted to call as she noticed the song come to an end, which created dead air on the station. She took a deep breath and placed the headphones over her ears. "You can do this." It wasn't hard for her to memorize the series of buttons and switches she'd seen Lemon use to operate the station. The girl reached over and pressed a single button as the flashing red light on the council turned a solid red.

About a half-an-hour later, Lemon Zest returned to the broadcast room. "There's no way I'm ever eating one of those again until next time. Sorry for bailing on you Twi..." She stopped mid-sentence as she couldn't believe her eyes. Not only was Twilight handling the station, but she was doing it with an energy Zest couldn't even describe.

"Okay ladies and gentlemen, this next one goes out to all you who've had you're hearts broken by that one you thought was 'the one'. Here's Countess Coloratura with "I Thought it Was You". Take it away Countess." Twilight switched off the mic and lowered the headphones for a moment before taking notice of the neon haired girl behind her. "Oh, hey Lemon."

Zest stood silent for a moment before getting her senses about her and replied. "Dude, you are super crazy good! Never knew you were DJ material."

"Thanks, but honestly I don't think I was that good."

"Are you kidding me? You were awesome. Maybe you could be my special guest DJ sometimes."

"Really?"

"Yeah dude. What do you say?"

Twilight thought for a second before looking up to Lemon with a bright smile. "Sounds like fun." Lemon excitedly hugged her, nearly squeezing the life from her former classmate. "Lemon...dead...air." she managed to squeak out as the other girl put two and two together.

"Oh jeez!" Twi promptly handed Zest the headphones as she hustled to get back to the now silent station. "And we're back folks. I hope you enjoyed our special guest DJ T. Sparks, because she'll be joining us again real soon."

 **A Few Days Later**

"Are you sure the blindfold is necessary?" Twilight asked as she was led by the hand, her vision obscured by the cloth on her eyes.

"No, that would obviously ruin the surprise," the monotone voice said as they continued to lead the way. "Besides, we're here."

Twilight felt a pair of hands remove the blindfold from her eyes, exposing her to light once again as her eyes attempted to adjust. This was still a difficult task without her glasses, as everything still was nothing but blurs without them. A quick remedy to the vision problem was promptly solved as the aforementioned item was placed on her face and she could once again see clearly, Sugarcoat's face being the first thing that came into focus.

"Better?" the white haired girl asked to which Twilight gave a silent nod. "Then allow me to welcome you to my little home away from home." The violet skinned girl spun in amazement as she beheld a large room filled to the brim with books on every shelf. "It's my grandfather's old personal study. He collected books from all over in his youth and when he passed away he left them all to me and now I'm sharing them with you."

Sugarcoat watched as Twilight, albeit stunned at first, began to scan the shelves. "I've never seen so many rare books in one place. Oh my gosh! This went out of print years ago!" The two unknowingly spent hours inside the personal library as Sugarcoat showed and then explained the particular history of each and every book Twilight inquired about. "Thank you so much for sharing this with me." Twi said as she looked up from the book she had in front of her

"Thank you for letting me do this. I know this hardly makes up for all the unpleasantness that occurred between us."

"Everything at the Friendship Games was crazy. With all the pressure Cinch put on us I can understand why you did what you did."

Sugarcoat's gaze shifted down to her left as her usual monotone voice turned to one of embarrassment. "I-I was actually talking about the times before that."

"Oh," was all Twilight could say with the realization. "Sugarcoat, it's alright."

"No it's not. Things were different then, they were good." The white haired girl turned away from Twilight as she placed a hand on one of the books on the shelf in front of her. "But I let Crystal Prep change me like it did everyone else. I abandoned you to sharks like Cinch. What happened at the Friendship Games, that was just a culmination of all we put you through, all that I started."

Twilight's put on a stern and determined expression as she walked over to her. "Things may have changed a lot since then, it's true. But the fact that we're here now, doing this, it just proves that the good person that I remember isn't all gone."

"Thank you, Twilight." The two shared a rather long hug before Sugarcoat opened her eyes returned to her monotone expression. "I hope the fact that I've opened up like this will help you realize this isn't some sort of trap to humiliate you."

"It does," Twilight said as the two took a step back. "You know, Lemon Zest told me something similar."

"Figures she would undermine my personal heartfelt moment. I'll be sure to reward her justly for that. But that bridge will be crossed later. How about we get some ice cream, my treat. You do still like pecan, right?"

"Does Cinch's vein bulge when Indigo skates in the halls?" Twilight asked as she and Sugarcoat shared a mischievous smirk before they headed out.

 **A Few Days Later**

Twilight was seated in the passenger's side of Sour Sweet's small car as the two we're on their way to a movie. "Thanks for driving Sour Sweet. I really should get my license, but I tend to...choke whenever I get on the open road."

"Don't mention it, Twilight. It's my pleasure, _especially since you parallel park like my grandma._ " Sour realized her offhanded comment and turned slightly to Twilight. "Sorry, I do that sometimes."

Twilight chuckled lightly. "I know, it's alright. So, where are we headed first."

"I thought we might catch a movie or..." Sour paused as she looked out the right side of the car to the sidewalk. "Oh no." She said with a concerned look on her face as she turned the car into the lane closest the sidewalk on the passenger's side.

"What is it?" Twilight looked out her window only to see a lone elderly man walking aimlessly down the street. Sour pulled her car over and kept it going at a slow pace as the man continued to walk and rolled the passenger side window down.

"Mr. Cloud," Sour called out, which caused the man to stop and turn to her.

"Sour Sweet? Hey, how's my favorite girl?"

"Good, Mr. Cloud," She got out of the car and walked to him. "Where are you going?" she asked with a voice of concern.

"I'm going home." he said as he stared down the road.

"Mr. Cloud, you live two miles in the other direction."

"I moved."

"When did you move?"

"A while ago."

Sour sighed before putting on a bright smile. "Okay, how about I give you a ride home. Does that sound alright?" Twilight watched as the older man gave a nod and the pink haired girl guided him to her car. About twenty minutes later, Sour and Twilight were at the steps of Mr. Cloud's home as his granddaughter, a young woman with violet skin and black hair helped him back into the house.

"Thank you girls so much for bringing him home," she thanked the two. "I just went into the basement to sort the laundry and when I came back up he was gone."

"It was our pleasure. You take care now." Sour said with a beaming smile as the two bid the woman a farewell before they headed back to the car. "Sorry about the detour, Twilight."

"No, it's perfectly fine."

"Mr. Cloud, he just means a lot to me. When I was growing up I didn't have any friends. All the other kids would make fun of me and tease me so I just did everything by myself. One day Mr. Cloud was nice enough to let me spend the day with him. Soon, he was letting me spend as much time at his house as I wanted. He's wife would teach me how to bake and he'd take me out to get ice cream and to go see performances at the big theater down town."

"That was very generous of him." Twilight said as she noticed the smile fade from Sour Sweet's face.

"Yeah, it was. Then a few years ago Mrs. Cloud passed and his mind started to go a while after that. He has trouble remembering almost anything or anyone. Honestly, it breaks my heart to see such a good man end up this way. I just wish there was something more I could do for him after he did so much for me."

Twilight, though hesitant at first, placed a hand on Sour Sweet's shoulder. "I understand how much he must mean to you and I know you mean quite a lot to him as well. Out of all the things he has trouble recalling, he recognized you immediately. If you ask me, you definitely hold a special place in his heart no matter what."

Sour wiped away a few tears from her eyes as she smiled at the other girl. "Thank you Twilight. _But if you tell anyone about this, you'll never be heard from again._ " She paused for a moment before the two broke into a laugh.

For the next couple of weeks, Twilight spent most of her time with the various Crystal Prep girls, going to movies, going on shopping trips or just hanging out at their homes. Meanwhile, the girls of CHS were missing their friend quite a bit. "So...how do you think Twilight's doing with the Shadowbolts?" Dash asked as she, Pinkie and Applejack sat under a tree on the Apple family farm.

"From what I heard her tell Sunset, things seem to be going super great." Pinkie said as she partook of a tray of snacks she'd set out for the group.

"'Seem' being the objective word." Rainbow Dash spoke out, sounding none to convinced.

"I here you, Dash," AJ added. "From what I could tell from the Friendship Games, them girls didn't care much for Twilight."

"Yeah, I mean what's with them wanting to just be friends all of a sudden. If you ask me something fishy is going on."

"Fishy like trout or fishy like salmon?" quizzed Pinkie as she pulled the respective fish from a basket in front of her. Dash shook her head in annoyance as the pink haired girl continued on. "Halibut, perch, flounder?"

"No, Pinkie. She means that they might be trying to prank her."

Pinkie stopped to ponder the possibility and then answered. "You know what I think? I think you guys might be a teeny weeny bit jealous."

"Jealous?!" the two exclaimed in unison.

"You guys are all upset that Twilight might pick them over us and totally never, ever, ever spend time with any of us ever again."

"That is so not true!" Dash protested.

"You know, Rarity feels the same. Even Fluttershy, even if she doesn't say it out loud, so it's okay to be jealous."

"We're not jealous!" Applejack shouted, reinforcing her point by punching the tree behind her. Unknowingly using her super strength sent a shock wave into the tree, causing a shower of apples to pelt the three. An annoyed Applejack spit out one of the fruits that found itself in her mouth. Seconds later the tree itself crumpled to dust as the farmer looked at the remains in horror. "Bloomberg!"

"Anyway, I don't trust those Crystal Prep girls," Dash said as Applejack wept over the fallen tree, Pinkie placing a headstone where it once stood, reading: Here lies Bloomberg. Yes, he was a tree. "I think we should pay them a visit and let them know not to mess with our friend." She turned to the two other girls and saw the seen that had unfolded, then let out a sigh of grief before face palming.


	4. Chapter 4

"Please."

"No."

"Please."

"No."

"Please." 

"For the last time, Trixie, I said no! You can't join the team." Sunset said to the ever persistent girl who'd been following her through school all day.

"Why not? I'm not bad anymore. Don't you believe me?"

The fiery haired girl sighed as she turned back to Trixie. "Yes I do."

"Then let me be on the team. I could be your next musketeer, your white ranger, your Kato."

"First off, Kato could one inch punch a man through a door."

"Trixie could learn." Trixie said sheepishly.

"Second, it's too dangerous. We have magic to protect us."

"I can do that too," Trixie swiftly pulled out her magician's hat. "Trixie can pull a rabbit out of a hat. No wait, that's too cliché. Trixie can pull a hat out of a rabbit." She paused for a moment to think. "Fluttershy may not want to see that one."

"You really don't have to..."

"No, I can do it. Watch." She pulled a brown rabbit out of the hat and held him by his feet as she prepared her free hand for the trick.

"Okay, okay. Let's...not...do that. How about I make you our honorary vanguard."

"Yes!" the white haired girl cheered before promptly stopping. "Meaning..."

"If anything seems out of the ordinary at school or around town, you'll be the one to give us all a heads up so we can take care of things. I only ask that you don't get actively involved until we find out what we're dealing with. Does that sound good?"

"Of course," she said as she took a dramatic pose. "The Great and Powerful Trixie will be the mightiest vanguard who ever vanguarded...whatever it is she is vanguarding against."

The conversation was interrupted as Sunset's phone rang. "Well, I'll leave you too that. If you'll excuse me." She walked a short distance before she responded to a text from Twilight. " _Doing good. What's happening with you?_ "

" _Just hanging out with Indigo at her house, doing some repairs on...well I'm not really sure what it is._ " Twilight responded. " _Sorry we haven't hung out in a bit. Indigo and the others really want to make up for what happened before._ "

" _Don't worry about it. The other girls and I understand._ " Sunset had to chuckle for a moment, recalling what Pinkie had told her about what went down with AJ and Rainbow. " _Enjoy yourself and we'll see you soon._ "

" _See ya._ " Twilight text as she put the phone away and returned her attention to Indigo Zap who was busy working under a white sheet draped over something in her garage.

"Wrench." the blue haired girl said simply as Twilight complied as she had grown accustomed to doing. She heard Indigo make a few twists with the tool before finally emerging, patches of oil on her white t-shirt, face and goggles. She grabbed a clean white rag from the counter just above her and wiped her face and hands clean as best she could. "And we're finally done. Thanks for the help Sparkle."

"No trouble at all. But what exactly have we been working on?" Twilight was surprised as Indigo tossed her a helmet and pulled the sheet to reveal a blue and yellow motorcycle underneath.

"My new ride." The other girl placed her own helmet on as well as a leather jacket that was in the same colors as the bike. "Hop on and we'll take her for a spin."

A look of hesitation flashed across her face. "Um, are you sure that's such a good idea?"

"Hey don't sweat it," Indigo pulled a small square card from her back pocket with a photo of her on it and numbers running across the top. "See, I'm licensed. Plus, you saw me at the Friendship Games, right? I promise that there's nothing to worry about. So...do you trust me." She extended a hand which, after a few seconds of consideration, Twilight accepted with a bright smile.

Indigo hopped onto the bike and guided it out of the garage before closing the door as Twilight followed behind. "You ready?" Indigo asked as Twilight put the helmet on. She joined her on the bike and wrapped her arms around the blue haired girl's waist before she gave a confirming nod. "Hang on tight then." She revved up the bike and sped off, going from zero to sixty in the blink of an eye. Twilight tightened her grip as the vehicle blazed down the road.

It wasn't long before the two had reached the outskirts of the town and were on the open road. "Indigo, where are we going?" Twilight shouted over the roar of the engine.

"Just hang on. You'll see." Indigo reassured as she raced down the road and around a car. The girl eyed up a spot ahead and made a right in the fork in the road. She then guided the bike off the beaten path and onto an almost unnoticeable path that cut into a wooded area. A few minutes later she halted the bike and cut the engine. "Okay, we're here." She said getting no response from her passenger, who still had her hands tightly fastened around her waist. "Uh Twilight, we stopped."

"Huh? Oh right." She said with a slight bit of embarrassment as the two hopped off the bike and removed the helmets. "Where are we?"

Indigo took a look around before she pointed off through the brush. "This way." She led Twilight on a five minute walk through some thick foliage before finally reaching their destination. "Ta-da." Indigo pushed away some brush from their path and Twilight's eyes opened wide as she took in the scene in front of her; a ridge overlooking a pristine forest setting, complete with a quaint stream and lush vegetation.

"It's beautiful, I never even knew this was here."

"Nice, huh? When I was a little kid my dad took me for a little hike out here. Being the reckless kid I was I got lost. Took them almost a day before they found me. At first I panicked, then I found this little spot. It wowed me so much all I could do is just sit here and take it all in until he found me. With us being so busy, my family hardly ever gets any free time to spend together, let alone take a hiking trip. Soon as I got my bike running I knew this was the first place I wanted to go, and I'm glad I got to share this with you."

Indigo and Twilight sat on the grass and just took in their surroundings for a bit before Indigo placed a hand on her friend's shoulder. "You know... I never did thank you for what you did for me back then."

"Indigo, you don't have to..." Twilight paused as Indigo wrapped her arms around her in a hug then returned the gesture. The two enjoyed each others company for a good while before they headed for home. As they reached the main road, Twilight spotted something, or rather someone, ahead.

"Is that...Rainbow Dash?" Twi asked as the bike stopped at the intersection.

Sitting in Dash's car that was pulled off the road was a rather annoyed Pinkie Pie. The rainbow haired girl took the moment to shout to the other two girls. "I know what..." As she did so a car drove past, muddling any communication between them.

"What?" Indigo shouted back.

"I know what..." As Dash started again, yet another car zoomed past.

"What?"

Dash slapped her forehead and turned back to Pinkie. "Pinkie, megaphone." she ordered as the uninterested girl pulled the device from her hammer space hair. She looked over the device and looked down at the pink haired girl. "Pinkie how do you work this thing?" She asked this, seemingly unaware that she'd already pressed the button echoing her voice through the air. "What button? What do you mean it's already on?"

Indigo rolled her eyes and Twilight had an embarrassed smile as Rainbow Dash realized her mistake. She nervously rubbed the back of her head and put the megaphone up to her mouth. "I know what you're up to and you won't get away with it!" By the time she'd figured things out, Indigo and Twilight were already gone.

"Can we go now?" Pinkie asked as Dash slumped down in her seat, angrily gripping the wheel.

"You're friends are really weird." Indigo commented as the two headed down the road.

"They just take some...getting used to. Once you get to know them you'll see."

 **The Next Day**

"Thanks for taking me shopping." Twilight thanked Sunny as she looked through the racks of clothing.

"It's nothing, really." Sunny said politely. Her phone beeped, informing her of a received text. She pulled it out to see a text from Indigo Zap.

"It's just nice to be able to finally spend some time together. I know how busy your schedule has been."

"Uh-huh." Sunny brushed off the comment as she read the message.

" _Are you with Twilight?_ " it read.

Sunny rolled her eyes as she responded. " _Yes I'm with Twilight. For the hundredth time."_

The violet haired girl's brow furrowed as she read the message that followed. " _You better be nice to her._ "

"Sorry about that," Sunny had an annoyed look on her face as she tucked the phone back into her jacket pocket before turning back to Twilight with a plastered on smile. "Seems like there's always someone calling for some reason or another."

"That's alright. I know the feeling." A few moments later, Twilight's phone rang as well. She peered down as the screen lit up. Her eyes wandering, Sunny could see a picture of a handsome young man with dark skin and green hairsitting on a log next to Twilight for the caller ID photo.

"Who...who is that?" Sunny asked, struggling to keep herself from drooling over the boy in the picture.

"Timber Spruce, I met him on a trip to Camp Everfree." Twilight's brief explanation was cut short as she excused herself to take the call.

Flare's right eye began to twitch as she gritted her teeth, unwittingly ripping the blouse she was holding in her hands. She looked down as she heard the tear of the fabric and realized she'd just bought the piece of clothing as she sighed.

A few rows of clothing down and hidden behind one of the displays were Rarity and Fluttershy. "There she is." Rarity stated as she peeked over the top.

"Rarity, um, I was thinking that..." Fluttershy whispered before being cut off.

"That we need to look a little more inconspicuous, just what I was thinking, darling. Here." Rarity grabbed some random clothes off of the racks around them to give the impression that the two were legitimately shopping. She piled them up high in Fluttershy's arms as she continued to stalk their targets.

"Rarity? Rarity?" the shy girl whispered as the clothing obstructed her view as she walked forward. "Where are you?" She eventually ran into something ahead of her and lost her balance, sending her and the clothes tumbling to the ground. "Oh, I'm so sorry..." Fluttershy instantly froze as she saw that the person she'd bumped into was none other than Sunny Flare, Twilight only a few feet away.

"Fluttershy?" Twilight had a puzzled look on her face as she helped the girl up. "What are you doing here?"

"I...um...you see..." Fluttershy stammered before Rarity rushed to her aid.

"Oh hello, darling. How are things?" Rarity wore a nervous smile as Sunny Flare stood back with folded arms and a raised eyebrow.

"Great," Twilight replied. "Sunny was just helping me shop for a new wardrobe. What about you?" 

"Why we were...um...just doing the same. One never knows what new styles they'll find."

"Like that charming ensemble?" Sunny pointed out, gesturing to a white blouse with red, blue and yellow polka dots accompanied by a red plaid skirt that sat atop the pile of clothing Fluttershy held. Rarity turned and gasped momentarily at the tackiness of the set before turning back to the duo with a nervous smile.

"Like I said, one never knows. Well it was a pleasure seeing you. Enjoy your shopping. Come along, Fluttershy." The two rushed toward the front of the store as both Sunny and Twilight wore confused looks before returning to their shopping.

 **Later**

Indigo was back in her garage, doing some fine tuning on her bike. "That outta do it." she said to herself as she tightened a bolt on the engine.

"Hey." she heard a voice say coldly as she turned to see Rainbow Dash standing in the entry way of the garage. "I think we need to talk."

Indigo stood up, cleaning off her hands with a rag. "I'll say. You really need to knock before entering someones home."

"I'm not here to play games."

"You sure? I just got the new Gamebox 1 and it's a killer."

Dash was none too amused by Indigo's suggestion. "I want you and your friends to stay away from Twilight. Got it?"

"Uh yeah, no."

"Listen, whatever little trick you're trying to pull stops right here, right now."

Indigo began to chuckle before putting on a smirk. "Let's get something straight. Whatever we have planned for Sparkle is none of your business. And I'd appreciate it if you and your little cronies would keep your distance. If she wants to hang with us and leave all of you in the dust there's not a thing you can do about it, so step off." She poked her finger sharply into Dash's chest. "Now why don't you turn around and head out the way you came and next time, not that there will be one, have a little more respect for other people's property."

Dash gave no response and stood her ground as her fists tensed at her side.

"Aww, what's wrong? The baby gonna cry? Because I think I might have my old pacifier up stairs." Indigo's goading got her shoved across the garage and into the tool cabinet. The commotion got the attention of a young, blue skinned woman who appeared in the garage doorway. She sported the same hairstyle as Indigo with the exception that hers was blonde. She was also noticeably heavier than the other girl.

"Everything okay out here, cuz?" She asked as she took a sip of the soda in her hand.

Indigo cast her gaze back to Dash. "Yeah, everything is fine. My friend here was just leaving, weren't you?"

Dash considered her options and realizing all too late that this move may have been ill advised, she turned and headed out. "Guess I was."

 **The Next Day**

"Can you believe that?" Indigo asked as she finished explaining to the other Shadowbolts what had transpired the day before as the group sat in Sour Sweet's room.

The group turned to see a red faced Sour Sweet about to burst with anger. "Why...those...little..."

"She's gonna blow! Quick to the emergency anger room!" Zest shouted as the other girls picked up the pink haired girl and ran out of the room and into a room in the house with glass walls. It was really just a sound proofed music room that doubled as an area for Sour to let off verbal steam. The group chucked her inside and locked the door, unknowingly sealing Sunny Flare, who'd tumbled in by accident, inside.

"Wait, let me out!" She shouted to no avail as she covered her ears as Sour finally let loose with an angry tirade.

Having dealt with that, Indigo continued the conversation. "So you see the problem..."

"Is that you ran your mouth way too much." Sugarcoat said as she cut her friend off. "And now the Rainbooms think we're actually up to something devious when the exact opposite is true."

"Well, Rainbow Dash started it!"

"But you made it worse."

"I'm with Indigo," Lemon chimed in. "I don't appreciate being treated like the scum of the earth just because we made some bad choices in the past. What ever happened to forgive and forget?"

"That all starts on our end. We can't just fight fire with fire, or rather fight Rainbow with Indigo. We show we're above all the..."

"Yeah yeah, great," Indigo cut Sugarcoat off as she began to think. "That's it! Twilight's birthday party! We'll throw her the biggest bash she's ever seen and those losers we'll see we really are her real best friends. That'll teach them a lesson they won't forget."

"That's not exactly what I meant." Before Sugarcoat could get in another word, Lemon noticed her watch.

"It should be about time to let her out." she said as the girls opened the door to the sound proof room as Sour was just reaching the end of her frustrations.

"...with a soup ladle!" Sour panted heavily, her eyes wide as she calmed down, straightened out her clothing and rejoined the others. "So, where were we?"

"I'll explain on the way. Let's go!" Indigo said as she bolted to the front door, Sour and Lemon right behind her with an annoyed Sugarcoat trailing behind. The last girl peered back into the music room, where Sunny was curled up in the corner, her hands still over her ears and her left eye twitching.

"Are you coming or not?"


	5. Chapter 5

"They are definitely up to no good, that's for sure." Dash was in the middle of explaining to the rest of the girls her encounter with Indigo just a few days prior. She and the rest of the girls, minus Sunset, who'd left to get to the party early, were on their way to the local arcade where the celebration was being held, presents in hand. With the exception of Pinkie Pie, everyone else in the group was in agreement that the Crystal Prep girls had ill intentions for being Twilight's "friends".

"I think so too Dash, but do you really think it was the best idea to go over and confront Indigo like that?" Fluttershy asked.

"Of course. It was the only way to show those Crystal Prep girls we mean business." Dash strode ahead of the group triumphantly as they approached their destination. "I bet none of them even show up." Her confident demeanor changed once she rounded the street corner to the front of the arcade and saw the very girls she'd been talking about the whole way there just arriving as well.

"So, how much were you betting?" Pinkie said with a smile on her face as the two groups eyed each other up for a considerable amount of time.

"What are you doing here?" Dash inquired.

"It should be obvious from the presents in our hands and the fact that we're standing in front of this establishment that we're here for the birthday party." Sugarcoat responded.

"Yeah," Indigo chose to chime in. "And it's a free country, so we..." She was cut short as an annoyed Sugarcoat covered her mouth.

"So what exactly did you get Twilight for her birthday?" Sour Sweet asked with a smirk.

"Well, if you must know," Rarity answered. "it's something so unique, one of a kind that..."

"You made it yourself, didn't you?" Indigo interrupted. "Way to dig deep for a friend."

"Gah...Well I never!" Rarity fumed as the two groups prepared to tear into one another. The only thing that stopped any physical altercation was the front doors of the building sliding open as Sunset walked out.

"There you girls are. Come on. Twilight's been waiting for everyone."

"Y'all had better behave yourselves, understand?" Applejack whispered to Sunny as the group filed inside.

"Could say the same thing, hayseed." the Crystal Prep student countered with a smug expression on her face.

The group made their way through the arcade where they eventually reached where Twilight sat, a blindfold over her eyes and sound canceling headphones on her ears. "She's been sitting like that for the last hour." Sunset walked over and prepared to remove both the tools impairing the other girl's senses. "I'm honestly surprised she's waited this long but now that everyone is here..."

"Surprise!" The group said in disjointedly as many of them were giving their counterparts angry glares, though each one managed to put on a convincing smile for the birthday girl. Twilight had an excited smile on her face as she beheld all of her friends in one place as well as a table full of assorted snacks and drinks which Pinkie Pie had surely supplied along with the traditional cake in the center.

"Wow!" Twilight said as she jumped up from her seat. "This looks great and I'm so glad you could all make it." She hugged the nearest one, Indigo in this case.

"Wouldn't have missed this, Sparkle. That's what **real** friends are for, right?" The blue haired girl said as she and the other CP girls gathered around Twilight. This action did nothing to garner them any favor with the girls from CHS who seemed a few seconds away from jumping on the group, minus Twilight.

"Are you girls alright?" Sunset asked as the others realized that the looks on their faces fully expressed what they felt inside. A few seconds later they calmed down and, following Rarity's lead, composed themselves.

"Absolutely fine, darling. Why do you ask?"

"Look, I know you're all feeling a little...jealous that Twilight is hanging out with Indigo and the others..." She received a scoff as a response from Dash. "Anyway, she's just trying to get to know them and they want to get to know her too. Can't we all just be happy for her and try to get along, even if it's just for today?"

The mumbles and grumbles from the group sufficed for an answer to Sunset as Pinkie joined in and pulled a cupcake out of her hair. "Yeah, come on girls. Let's party hardy!"

"That's the spirit, Pinkie. Now let's go and give Twilight a birthday she'll never forget."

Sunset departed as the group made their way out to the game floor where Twi and the other girls were playing any game that caught their attention. "Pinkie, don't you realize what this means?" Dash whispered as Pinkie stared blankly forward, which the Rainbow haired girl could only assume was some form of thought process. "Listen, I know you think that nothing bad is going to happen but wake up and smell the cupcakes. Even if the Crystal Prep girls aren't trying to prank her, think what that'll mean for Twilight. She'll have less and less time to spend with us if she's always hanging out with them. That means no more spontaneous party invites from you."

Pinkie Pie froze in her tracks as she envisioned the horror.

 **Pinkie's Imagination Zone**

" _La la la la." Pinkie sung happily as she skipped down the street with a basket full of party invites. She spotted Twilight in the back of a red convertible with the Shadowbolts filling the rest of the seats. "Hey, Twilight. I'm throwing a huge party and you're invited." She handed a specially decorated invite to the girl who looked it over with disinterest._

" _Oh gee...thanks, Pimkie Pie but me and the girls had plans today. In fact, we'll be pretty busy for the foreseeable future so..." Twilight crumpled up the invitation and chucked it back as it bounced off Pinkie's head. The vehicle peeled out and left Pinkie choking on a cloud of smoke. Out of nowhere it began to rain, drenching the girl and causing her hair to droop down._

 **Reality**

"Noooooo!" Pinkie shouted as the cupcake in her hands went flying through the air, giving Dash a cause for alarm.

"Pinkie, was that a sugary cupcake you just hurled away while you were wearing your geode?" The girl responded with a confirming nod. "Mm hmm, I see. And we're moving." She guided the other girls away in a hurry as the pastry soared through the air.

At a nearby table, Mr. Cranky Doodle sat as he attempted to enjoy a large pizza. The cupcake landed in the center of it and promptly detonated, coating the man in sauce, cheese and various toppings. "Why do I even bother?"

In the arcade area the girls disembarked to try and enjoy the many games available to them. Fluttershy stepped up to a machine with holes all over it's surface. Attacked to the side by a cord was a foam covered stick. She looked at it curiously before depositing her two quarters as the game started up. Immediately furry heads popped out and sink back into the wholes, randomly and much to sudden for the girl who ducked in fear for a moment. Indigo stood beside her, shaking her head in shame as the other girl noticed her looming overhead.

"What, you've never seen a whack-a-mole machine before?" she asked as she rolled her eyes. "Let me show you how it's done." Indigo took the foam mallet and inserted her coins. Once the game started she took to hitting the moles as they popped out of their holes, never missing one as Fluttershy watched. Soon afterward, a large stream of tickets came out of the port on the front of the machine. Indigo promptly snatched them up. "And that's how it's done."

"Oh my. This game seems awfully...violent."

"Well, aren't you a delicate little flower?" Indigo promptly took her tickets and walked off. Fluttershy stood there for a moment as one of the moles popped up suddenly which caused her to shriek in terror.

Across the arcade, Lemon Zest and Sunny Flare were showing off their best moves on one of the two duel dancing machines as Rainbow Dash and Applejack headed to the shooter games section. "What the heck is that?!" Dash shouted, making sure she was loud enough for the CP girls to hear her over the sound of the music and stomping foot movements. The noise momentarily distracted Sunny, which made lose her focus and fall flat on the seat of her pants. Dash laughed loudly at the girl's misfortune. Applejack herself couldn't help but share in her friend's jubilation.

"Don't you two have anything better to do?" Sunny asked as she got back to her feet and the song ended.

"Well, we were going to head to the ski ball table but we had some extra time." Dash joked as she gave Applejack a high-five.

"You've had your laughs," Sunny dusted off her clothing as she leaned over the back rail of the platform. She took notice of the large collection of tickets in the girl's hand. "I'd like to see you do any better."

"Please, I'd destroy you." Dash said confidently.

"Then put up or shut up." Lemon said.

"Okay, but how about a real challenge? A one on one dance off. We win, you leave right now and don't bother Twilight ever again."

"I-I don't know about that. Isn't that a little too..." Sunny said hesitantly as she fidgeted with her fingers.

"Fine, but if we win you hand over all your tickets." Lemon chimed in confidently. "Let's make things a little more interesting. Tootie fruity hair and me get our eyes covered and the other two shout out the steps. How about it?"

"Lemon, are you nuts?" Sunny shouted as she grabbed her by the shoulders.

"Relax, we got this."

Applejack and Rainbow traded looks before smiling as they turned back to the girls. "Let's do it."

Lemon and Dash we're promptly blindfolded as they were lead onto the dance pads. Applejack and Sunny deposited the coins and the contest began. "Alright, left, right, forward, uh...left, left with the extended bar thingy..." Applejack attempted to instruct her friend as Rainbow did her best to react as swiftly as she could.

On the other side, Sunny calmly called out the steps and Lemon, with military discipline, followed each instructed step without hesitation. The Crystal Prep girl stood back as she casually picked her nails as AJ nervously did her best to help out Dash. The farm girl found it difficult to follow the ever descending stream of steps and call them out to her partner.

"Ah forget this." Dash said as she gripped the geode around her neck and used her super speed in an attempt to pick up the slack in Applejack's instructions. Sunny is shocked as she witnessed the girls feet move at incredible speed. She soon snapped out of it and got back to instructing her compatriot. Rainbow got a bit overzealous and actually rocketed off the dance pad, slammed into the screen and slid off like a bug off a windshield.

"Well that's that I suppose." Sunny said as the song wrapped up and Lemon removed her blindfold. "Good job, Lemon. And thank you Dash." The girl stood over the fallen girl and relieved her of the tickets.

"Why do I get the feeling we got taken for a ride?" Dash asked as Applejack helped her to her feet.

"I'm sure it has nothing to do with the fact that Lemon Zest here comes from a military family. She can follow commands like nobody's business." Sunny said.

Lemon immediately dropped to the floor and performed several one armed push-ups. "Army Cadet Corps, suckers! Serves you right." She popped back up and gave Sunny a high five as the two departed which left the none too pleased CHS students.

After a series of humiliating ordeals at the hands of their rivals, the girls of CHS sat across from the Shadowbolts as Twilight blew out the candles of her cake. The two groups clapped, all the while leering at one another. "So, what did you wish for?" Sunset asked.

"Come on, Sunset, you know how it works. I can't tell you or it won't come true."

"Well, for now what do you say we focus on opening some presents?" Sour Sweet suggested as she reached over to pull her gift closest to Twilight.

"Splendid idea," Rarity commented as she pushed her present over as well. "Why don't you open mine first?"

"I'm sure she'll get to all the presents, _so she might as well open the best ones first._ "

"So why is yours first?" Dash cut in as she moved Sour to the side.

"Um, maybe she could open..." Fluttershy squeaked out before being drowned out by the other quarreling girls. "Never mind."

"Girls, please." Twilight pleaded as the arguments escalated. Soon everyone, sans Twilight, Fluttershy, who took cover below the table and Sugarcoat, had left their seats and were squaring off against each other.

"Hey, let go!" Sunny ordered as Rarity held onto the other end of Flare's present. The two wrestled with the box until it finally ripped in half, the teal dress inside along with it. "Look what you did!"

"Everybody just calm down." Sunset did her best to break up the various scuffles as a member of the staff tried to aid her.

"I'm sick of you thinking we're the bad guys when you're the problem here!" Indigo said as she glared at Pinkie Pie.

"Yeah, well...well you take the fun out of funnel cake!" Pinkie spotted as she held up the aforementioned treat.

"That makes like zero sense." Lemon said.

"YOU MAKES ZERO SENSE!" the pink haired girl flung the pastry at Lemon who quickly ducked under it. Unfortunately for them it landed squarely in Twilight's cake, to the dismay of everyone.

"Oh boy." Dash said nervously as the funnel cake exploded, taking the cake with it.

"Twilight!" The group shouted in unison as they rushed over to where the birthday girl was seated, her face and clothes covered with cake. Across from her was Sugarcoat, ironically coated in the remains of the baked good and Fluttershy, who sheepishly emerged from beneath the table.

"Are you okay?" Indigo asked as everyone gathered around.

"Here, let us help..." Rarity attempted to help Twilight with a handkerchief only for her hand to be smacked away by the girl.

"I can't believe you, any of you." Twilight got to her feet and looked at all present. "You want to know what I wished for? I wished that you all could get along and be friends, but I guess it was too much to ask for."

"Come on, Twi..." Lemon tried to place a reassuring hand to her shoulder only to have it pushed away.

"Don't! Just leave me alone." She shook off what little cake would come off and headed for the door.

The two groups looked at each other angrily as they started to argue once again. "Are you all serious?" Sunset spoke out. "You're all call yourselves her friends but you couldn't put aside your differences for her for one day. Twilight, wait up."

"Ah, jeez..." Rainbow cast her gaze downward as she rubbed the back of her head in shame as the other girls did similar.

Outside the building, Twilight had run several blocks to get away from her so called friends and found a spot on a nearby bench. "You look like you've had an...interesting day." Twi took notice as a girl with purple hair sat next to her. She sported a powder blue top with black pants and white sneakers.

"You could say that." Twilight had a small cloth that she used in an attempt to clean the residue from her lenses. "Had some trouble with some of my...friends."

"Believe me, I've had some experience with that kind of trouble." The girl snapped her finger in realization. "Hey, why don't you let me treat you to some food and get you cleaned up. Looks like you could use it."

Twi sat for a moment to think before she smiled at the girl and responded. "You know what? Yeah, sounds great. I really appreciate it Miss..."

"Call me Starlight, Starlight Glimmer."


	6. Chapter 6

"So, what do you think? Looks good on you., huh?" Starlight asked as Twilight emerged from the changing room with a new outfit.

"I love it. Thanks so much."

"Don't mention it, Twilight." The two stopped as Twilight's phone began to ring. Starlight watched with a bit of concern as the other girl reached to answer it. "You sure you want to answer that? After what you told me, maybe you should leave them hanging for a bit."

Twilight stopped short of pulling the phone out and looked over to Starlight. "You know what? You're right. I think I'll give them some time to think it over."

"Wise choice. Let me just pay for this stuff and we can grab a bite to eat."

"Sounds great." As Twilight passed her, Starlight hid a twisted smirk.

 **Meanwhile**

"Twilight," Dash called over her phone as she stood on a street corner. "Come on, I know you're there. Just pick up."

"Nothing?" Rarity asked as AJ, Pinkie and Fluttershy stood behind her.

"No, just went to voice mail."

"Couldn't get a hold of Sunset either." Applejack added.

"Where on earth could they have gone? They weren't at her house, school or any of our other hangouts. They've simply vanished."

"At it's all thanks to those Crystal Prep girls. If they hadn't..."

"If we hadn't what?" Sour Sweet interrupted as the other CPA girls accompanied her. "If I recall correctly, you started all of this."

"Us?" Dash questioned.

"You were the one who accosted Indigo in her own home." Sunny brought up as Indigo herself stepped up.

"And the last I checked, we didn't detonate the cake right in the birthday girl's face." The blue haired girl placed an accusing finger to Pinkie Pie's chest. The group soon erupted into yet another boisterous argument.

"Enough!" Everyone stopped as they turned to Sugarcoat who was wearing a rather stressed look. "We're all to blame for this. Every one of us. We put ourselves and what we wanted ahead of what we said was important; Twilight. What's important now is that we find her and let her know how much she truly means to us. That's what I'm going to do. If you can't put aside whatever grudges you have with each other, don't even bother following." They all watched as Sugarcoat walked off and, one by one, they begrudgingly accompanied her.

 **Elsewhere**

Sunset, with the aid of Spike was in the process of tracking down Twilight. "Thanks for helping, Spike."

"No need for thanks. Twilight's my friend and I'm on her trail." Spike led the way as Sunset followed closely behind. "She went...this way."

As they raced down the road close to a channeled stream, something caught Sunset's attention out of the corner of her left eye. She turned to see what looked like Twilight entering into a large storm drain that led to the sewers. "Spike, their she is!" The two quickly turned and made it down the incline and called out several times to her but received no reply. Sunset's phone began to ring as she raced after Twilight. "Dash, I found Twilight..."

"Where are you?" Dash responded as the other girls were gathered around her. "Alright, we'll be there as fast as we can."

"Well, spit it out!" Indigo demanded.

"There down at the stream near Sea Biscuit and Pharaoh st."

"What are we waiting for then?" AJ asked. "Let's get a move on." The group quickly boarded a bus and made their way to the destination.

While the others were in route, Sunset and Spike continued on through the seemingly endless tunnels that made up the sewer system. "Why would Twilight come down here of all places?"

"Well, from what you told me, things sounded like they got real crazy." Spike continued to sniff as he moved back and forth. "One things for sure, these tunnels aren't making finding her scent any easier. It's like she just vanished." The two see a figure down one of the halls and race after them. As they round a corner they are shocked to find a large hole in the floor with a slope that drops them into a caged area.

Sunset rubbed her head as she got her senses about her. "What was that all about?" She looked up as the hole they fell through was closed by a mechanism, the only light in the area provided by dim lamps hanging from the ceiling.

"Your guess is as good as mine." Spike responded.

"I could answer that." Both turned to see the figure they'd chased into the tunnels. The person assumed to be Twilight promptly removed her glasses, fixed her hair and wiped away the purple face paint to show someone that Sunset was familiar with. "You're in a trap."

"Ghost Note?"

"Hey, loser."

"Where's Twilight?"

"Like I care. I was told to lead you down here," The siren stared up at a speaker overhead. "And now it's done so give me back my pendent." Sunset and Spike traded odd glances as the girl shouted at the box. Immediately after a shoot opened and the three heard something tumbling down as Ghost anxiously awaited the contents, hands cupped to catch it. She was extremely disappointed to discover the shattered remains of her pendent land in her palms.

"Looks like whatever deal you had is done. Now where's Twilight?"

In stunned disbelief, Ghost squeezed the shards in her hands before letting them fall to the floor. "She was never here, but wherever she is, it's a better place than you are now." She spun around and tackled Sunset as the two wrestled on the floor. Spike joined in and bit the siren on the leg only to be kicked off a second later. Sunset eventually pried herself away as the other girl grabbed a large stone that lay on the cage floor and hurled it at her. The inaccurate throw missed the red haired girl's head completely and smashed into the speaker, which fell from it's perch and shattered into pieces on the floor.

"Hold it." Ghost ignored the girl and rushed her. Sunset grabbed her by the front of her jacket and flipped her through the air and into the iron bars. "I said, enough!"

"Okay, you've got my attention." She slid down the bars and sat herself on the floor.

 **One Hour Later**

"Sheesh, that was a long bus ride." Indigo complained as the group hopped off and searched for their missing friends.

"Well if someone hadn't gotten us on the wrong line we'd have been here a lot earlier." Sour chimed in, shooting an accusatory finger at Pinkie.

"Are we seriously going to do this again?" AJ jumped in between them as the girls stopped and remembered their main priority.

"Right, sorry."

As they made their way to the location Sunset described Sugarcoat joined Applejack at the head of the group. "Thank you for the intervention. I'm not sure how much more of that I could take."

"No worries, I've got a handle on them. Still, if I'm being honest, I'd be lying if I said I trusted you girls one-hundred percent."

"While I find your lack of faith in us annoying, it is understandable. We were not the kindest to Twilight the last time we encountered each other which led to a series of events that almost caused a world wide disaster. You may not trust us, but I am telling the truth when I say that Twilight does mean a great deal to me."

AJ was speechless for a moment before attempting a response. She was cut short as Rainbow called out and pointed down to the drainage pipe below them. "There it is, down there. That must be where Sunset said she saw Twilight."

"Down there?" Rarity cringed. "But it's a sewer pipe. It's so...filthy." The other girls looked at her before she perked up, albeit nervously. "What I meant to say was...let's get down there and save our friends."

The girls slide down the incline and began to file into the tunnel. They soon found themselves frustrated with the large network of tunnels, Sour Sweet being the most vocal of them. "This is hopeless! how are we going to find her in this maze?"

"I can help you." Everyone stopped as they heard a gargled voice that came from some hidden P.A. system. "If you want Twilight back safe and sound you'll do exactly as I say."

"Show yourself, you creep!" Indigo shouted to the ceiling.

"In time. First, you'll break into teams of two, of my choosing of course. Let's see: Sour Sweet and Pinkie Pie, Sugarcoat and Rarity, Lemon Zest and Applejack, Fluttershy and Indigo Zap, Rainbow Dash and Sunny Flare."

"What!" Most of them said in shock.

"What's it going to be, your pride or your friend?" Reluctantly, they split up into the arranged teams. "Aww, that's sweet. Now then." before they realized it, a trap door opened under each of them and the duos slid down into new, unfamiliar areas. "Now you all just sit tight and I'll be back shortly with your instructions."

 **Meanwhile**

"Listen, whoever this is that you're working for clearly doesn't have my or your best interests in mind. And I really don't want to wait around to figure out what they have planned for us."

"You saying you want to team up. That's a good one." The siren let out a short laugh before looking up at Sunset. "All the same, you're right. And I plan on giving her a piece of my mind and maybe take a piece out of her."

"Yeah, let's...let's cross that bridge when we get to it." She took a look at the lock on the door. "Spike, do you think you could..."

"No problem, Sunset. I'll just need a little push." Sunset gave him a small shove from behind as he squeezed through the bars. She then reached through the bars and lifted him up to the lock as he stuck a claw into the slot and eventually activated the tumblers and the door soon opened.

"Follow me, I'll get us out of here," Ghost said as she took the lead. The three raced off down one of the halls. It eventually led them to a long walkway over a large drainage pit where the water poured down from several large pipes. "And after I get you out I don't ever want to see you again." As they reached the middle of the platform a blast of orange energy hit Ghost Note that sent her over the side. The only thing keeping her from falling into the pit were her quick hands that managed to grab onto the lower scaffolding. "Maybe I'll see you one last time. Help a siren out?"

Sunset reached down to help as Spike growled at someone across the bridge. A hooded figure casually walked toward the two, their left hand raised toward them. "Don't. She's useless to me now and I toss away useless things. You on the other hand, Sunset, I can use you. Now come with me."

The girl ignored her and continued to reach down to help up the siren. Immediately after, a blast of energy fired from the figures hand that came in between Sunset and Ghost. "I went through a lot of trouble to get you here and I'd hate for our first meeting to be me taking your hand off!"

"I'm not just going to leave her!" Sunset declared as she refused to let the danger deter her from her goal.

"Fine." One more blast fired and hit the scaffolding, which caused it to break away. Ghost was sent screaming into the large body of water as it spiraled down the pit to an uncertain destination.

"No!" Sunset's screams almost drowned out the roars of the water all around them, her hand still extended.

"Now, I'm assuming that I have your undivided attention. Let's proceed, shall we. That is, if you want to see Twilight or any of your other friends again."

"What did you do to them?" The girl's eyes were full of hate toward the figure as she got to her feet.

"Come with me and soon you'll see," they said before gesturing to Spike. "And keep that thing under control. Now then, there's so much to see and discuss."

Sunset and Spike both looked unsure as they followed this person, clearly wielding some form of magic, down into the depths of the sewers where no one could find them. Should something truly awful happen, who would know. Still they pressed on. If their friends were truly in danger, they had no choice but to see this through to the end.


	7. Chapter 7

Both Sunset and Spike were highly, and rightly suspicious of their host as they led the two down the tunnels. They eventually ended up in a large multi-floored room. "Like it. Be it ever so humble, right? Lot of construction was done down here before I could really call it home."

"How did you manage that?" Sunset inquired.

"One of the benefits of having a siren on your side, I suppose." She guided them over to the far left side of the room where a single couch sat. In front of it were at least two dozen monitor screens

"This can't be happening," Indigo said in a panic as she frantically looked around the room she and Fluttershy had found themselves in. "Got to find Twilight and get out of here." She peered into a nearby metal bin. "Twilight?"

"Um, I don't think she'd be in there." The other girl said softly, brushing the dirt off her clothes.

"I'm stress searching, sue me!"

"Ahem," the two stopped as they heard the voice over the intercom. "If I could have your attention." The host's voice could be heard by each group. "You'll notice you are in a hallway with but one direction to go; forward. Down each of these paths will be a challenge that you must complete if you are ever to see your friend, Twilight again."

"We're not here to play games, you freak." Dash shouted. She was answered by a loud thudding sound as Sunset and Spike watched the hooded figure slam their hands against the counsel.

"You'll play or else...someone in the room with me will be hurt very, very badly."

Sunny grabbed Dash by the arm in frustration. "Will you stop making things worse already?"

"Now for the rules. #1. Everyone must participate. You don't play you don't see Twilight. #2. None of you CHS girls are allowed to use your abilities. That means no ponying up and no geodes. Now that those ground rules are set down, time to play." The communication shuts off as the girls head down the long halls to their goals.

As Indigo and Fluttershy were on their way, the latter decided to spark conversation. "So um, what do you think the challenge will be?"

"Nothing I can't handle." Indigo answered as they traveled on. She looked at Fluttershy who was clearly a bit jittery about the whole matter. "Relax, you don't need to be so jumpy. We got this."

"I'm sorry."

"Don't be," She chuckled for a moment. "Actually, you remind me a lot of Twilight back in the day."

Fluttershy hesitated for a moment before finally speaking her mind. "If it's okay, how exactly did you two get to know each other?"

Indigo was quiet for a moment before she answered. "That was back in my freshmen year at Crystal Prep. I was just starting out in my classes and this one little nerd was always miles ahead of everybody. Never said anything to anybody, never had any friends."

"Twilight?" the pink haired girl inquired as she received a confirming nod.

"One day, I help her out when these girls are picking on her outside of school grounds. Try that stuff in or around the place and Principal Cinch will have you out of there so fast your head will spin. Anyway after I chase them off I ask her if she's alright and she runs off like I'm the grim reaper or something. After that she hid herself every time we crossed paths."

"So what happened after that?"

"Not much. That was about the time my dad got this sweet motorcycle. I loved that thing, but he used to tell me all the time never to touch it or he'd have my head. One day when he was at work I found the keys and took it out for a spin. Had the time of my life on that thing. That was until I decided to pull a daredevil stunt. Tried to jump the railroad tracks as a train was on the way."

"My goodness."

"Yeah, landed on my head. Got a nice souvenir from it, though." She tapped her head lightly. "Metal plate. I was out for three weeks before I finally woke up. When I did, my dad chewed me out. He said I was lucky to be alive and even more lucky to have a friend who came to visit me everyday. I wasn't friends with Lemon yet so I had no idea who he was talking about. When he told me it was the purple haired girl with the glasses, I didn't believe it. When I got out of the hospital I knew I'd be behind in class and they expect you to still catch up."

"Twilight didn't let that happen though. She helped me out with my homework and even tutored me on what I'd missed. I try to hang out with her after that but she was, well she was her. Drifted off like the man with no name. After what happened at the Friendship Games I felt really bad and I wanted to make it up to her, to show that I appreciated all she did for me."

Fluttershy was completely silent for a time before her mouth opened, tears running down her face. "That is... just so...beautiful!" she cried, latching on to Indigo.

"Okay...that's enough," The blue haired girl did her best to pry her off. "there are cameras watching."

"Sorry." Fluttershy released her right after as they kept walking. "Maybe you should hold onto this. She said we aren't allowed to use them and I don't want to accidentally get us in trouble." She handed Indigo the stone around her neck and the girl tucked it into her jacket pocket. Before they realized it, they had arrived at their destination, a large circular room with two closed doors on the opposite side and what looked like a coral pen on the left.

"Alright ladies," the voice announced. "The game is very simple. All you have to do is corral my little friend in door number one into the pen and that will open door number two."

"Piece of cake." Indigo declared confidently.

"I guess it shouldn't be too hard to move the little piggy or sheep inside." A slightly less nervous Fluttershy said as they waited for the door to open.

"Yeah, sheep," The intercom sounded as a chuckle followed. The door opened immediately revealing a large black bull that came charging out in a rage. The animal made a beeline for the two teens as Indigo quickly tackled Fluttershy out of the way in the nick of time. Jumping to their feet, the blue haired girl led the way as the bull turned and came after them again.

"How are we supposed to do this?" Indigo pushed Fluttershy away from her as the tip of the bulls horn snagged the back of her jacket. It tossed its head and hurled her a dozen feet into the air and across the room as she slammed against the ground. The animal turned toward her and prepared to charge her again as she curled into a ball.

"Over here!" Fluttershy shouted as loudly as she could, waving her hands and throwing pebbles that got the bull's attention. It quickly changed course and made a path toward her as she attempted to evade the charge.

"Flutter...shy." Indigo strained to get to her feet as a sharp pain ran up her left side. "Get away!" She held her left hand out toward the rampaging beast as a blue streak of lightning shot from her palm in front of him. The ground broke up and tripped the bull up as his hooves came from under him as the animal tumbled across the floor, which left Fluttershy enough time to get away. "What the heck? This gives me an idea. Over here you roid using billy goat!"

The angered bull charged toward the Crystal Prep girl who positioned herself just in front of the pen. "Fluttershy, I need you to be ready. We only get one chance."

"Um...okay."

The bull grew closer and closer to her as Indigo finally made the call and held out her hand again. "Come on. Whatever I did, please let me do it again." To her surprise a blast of ice unleashed itself as she saw a glow come from her pocket. The ice coated the ground in front of her as the bull hit it and, losing its balance, hit the ground and slide forward. Indigo barely dove to the side as it tumbled into the pen and Fluttershy rushed in to seal it inside.

"We did it! Woo!" she screamed at the top of her lungs, much to Indigo's surprise.

"Yeah, but how did I do that?" Indigo pulled out the necklace as it still glowed.

"It must be the geode. I guess it gives everyone different powers when they wear it."

"So I'm like an elemental or something? Awesome."

"No," the voice shouted over the intercom. "You cheated! I said no geode stones to help you win. Kiss Twilight goodbye."

Before Indigo could shout in reply, Fluttershy stepped up. "Um, excuse me, but you specifically said the Canterlot High girls couldn't use the stones to solve the puzzles. You never said the Crystal Prep girls couldn't."

Sunset, seated next to the mystery figure, smiled widely as Spike did the same. "It's true. You didn't say they couldn't and that means any of the CPA girls can too. No changing the rules now."

"Doesn't matter," the hooded figure replied. "The others will never figure it out on their own."

In the challenge room, Indigo and Fluttershy waited for a response to their completion. A few moments later the other door to the room opened, signaling them to proceed. "Now let's go save Twili...aah!" Indigo doubled over in pain from the animal attack.

"Oh you poor thing. Let me help you." Fluttershy rushed over to give assistance.

"Thanks, but I'll mana..." Indigo found herself cut off as Fluttershy lifted her up and carried her in her arms before heading through the door. "Wow, I take back what I said about you being delicate."

 **Meanwhile**

Down one of the other tunnels, Sugarcoat and Rarity were in the middle of their challenge. Rarity and Sugarcoat worked in the middle of a small room on a box with a three number combination lock on it. The two were knelt down close to the ground, the low ceiling of the small space descending upon them every second. The only thing preventing it from coming down much faster was the dozen or so clones Sugarcoat had created via Rarity's geode. "5-4-2, 5-4-3, 5-4-4," Rarity ran off the numbers as each failed and she went on to the next."

"You really should hurry," The purple haired girl looked up as one of the clones addressed the two. "This geode ability may be useful but please hurry."

"We're not doing this for our health." another said as they were physically straining to hold up the ceiling.

"They're right. Your process of elimination is too slow." Sugarcoat moved Rarity away and took over and silently went to work on the combination. "Let's see if we..."

Rarity began to panic as the clones began to give way from the pressure. "Darling, not to pressure you but could you kindly...HURRY!" The white haired girl rolled her eyes and focused on the task at hand and soon after, the box unlocked and she handed the key to Rarity. She promptly slipped the key into the lock and pushed the door open as the two scrambled out and Sugarcoat squeezed the stone in her hand that dissolved the clones as the ceiling slammed against the floor.

"That certainly was close." Rarity stood up and dusted herself off.

Sugarcoat tossed the geode back to her as she walked passed her and down the hall. "Wouldn't have been if you would have let me handle the combination in the first place."

"There's no need to be rude."

"Rude is your friend assaulting one of mine in her own home. Rude is constantly accusing my friends and I of ill intent when we are trying to make things up to Twilight."

"Well, given your behavior at the Friendship Games I'd hardly consider you friends."

Rarity's comment was the seeming final straw as Sugarcoat turned around, her usual half lidded eyes wide open. "I am her friend! You think I enjoy being brutally honest? I don't, but it's the only way I know how to protect the people I care about!"

"I'm afraid I don't understand."

Sugarcoat calmed down and sighed as she continued. "In elementary school I had a friend, Moondancer. Moondancer always wanted to be friends with the popular girls and one day they invited her to sit with them. She was so happy about the whole thing, it was all she could talk about. About a week after I hear them say that they only hung out with her as a joke."

"Shameful, but what does that..." Rarity attempted to ask only for Sugarcoat to continue.

"I wanted to tell her but I thought if I did it would crush her. So I kept quiet. If she was happy, what harm could it do, right? At the school dance we had they pulled a prank on her in front of everyone. I tried to apologize to her for not telling her earlier. She wouldn't even look at me. Not long after she transferred out of the school and I never saw her again. From then on I told myself I would always be honest, no matter how harsh it may seem. It was going to be for the best."

Sugarcoat continued as Rarity looked on with vested interest. "Then I met Twilight our first year in CPA and I knew someone like her would get chewed up and spit out by these girls. Of course I convinced her that she'd never be friends with anyone; She'd only embarrass herself. Her time would be better spent focusing on her studies." She paused as she looked over to Rarity, a single tear running down her cheek. "I care about Twilight, enough to where I was willing to play the bad guy if it would keep me from doing to her what I did to Moondancer."

"Darling, I had no idea. I can see you have a good heart, but Sugarcoat, if Twilight wanted to make friends you can't stop her even if some out there don't have the most noble of intentions."

"I know that now. You girls, you all showed her something that I couldn't, treated her in a way that's become foreign to me after so long. And I have to admit that despite all that I said, I was a bit jealous as well." Sugarcoat was surprised as Rarity offered her a hand, which she accepted.

"It's alright, and though I can't speak for everyone, I am truly sorry for contributing to all this mess. What's important now is that we find Twilight and make all of this right."

"Thank you, Rarity. Twilight's lucky to have made friends like you girls."

"She's lucky to have a friend like you to look after her as well." Rarity stopped and smirked. "And next time you want to see how she's doing, you don't have to do it hiding behind a bush."

Sugarcoat's eyes widened slightly. "You noticed?"

"Well, your hair doesn't exactly scream 'summer tone'."

 **Elsewhere**

"Stupid, friendship. Makes me puke in my mouth." the hooded figure said as they, Sunset and Spike watched yet another duo pass their test.

"Why are you doing all this?" Sunset asked as the figure stood up.

"Why, Sunset? Oh you of all people should know why." The fiery haired girl sot her a confused look as she continued. "Power. It used to be something we both had in common. I mean after all..." she pulled her hood back, revealing a teenage girl that was Shimmer's mirror image. Or rather she would have been if not for a few alarming differences. Her face was marred by several crimson burn like marks, one such covered over the area around her left eye. The eyes were the same color as the girl who sat with her but the sclera was completely black and her teeth resembled more of a predatory animal than a human. In addition, Sunset noticed that her hands were similarly marked as her face and more resembled claws. "we are of a kind, you and I."

Sunset almost jumped out of the chair as she recoiled from the sight. "I know, I know, I'm scary." She stood up as a single, large bat-like wing ripped through the hooded shirt. "I think it's time I explained myself."


	8. Chapter 8

"How is this even possible? Who are you?" Sunset said as she carefully backed away from the young woman that was a nightmare version of herself.

"I'm you, dummy." She stopped in her tracks as Spike got between them and began growling at her. "Let's put a lid on that shall we." With a snap of her fingers a stream of fire emanated from her hand and took the form of a cage which surrounded the dog. "Now where were we? Oh yes. You remember the night of the Fall Formal when Princess Twilight and her friends blasted you with those pesky elements?"

"Of course."

The disfigured clone put threw up her hands and put on a smile. "That's where I come in. You see when they blasted you all that energy has to go somewhere. It's one of the basic laws of physics, right? Anyway, I managed to reform in...this body. The only thing is I can't stay solid for long. I need magic to survive."

"The fall formal was months ago. How could you possibly have..." Sunset paused as she came to the realization. "The Battle of the Bands, the Friendship Games. You've been feeding off the energy from all the magical events."

The other girl pointed a finger at her. "Sharp as always. Unfortunately it wasn't enough. Eventually I had to come topside to find new sources."

"The Dazzlings. You were the one that drained their magic."

"Only temporarily. If it comes from someone else I can't contain it. I'm like the water cycle; eventually it's going to go back from where it came. But I can hold it long enough for my plan to finish."

"Which is?"

"Once I absorb enough magic I'll have enough power to fuse with a being of my choice to create a new body for myself. That's where Twilight comes in. She may not be the princess but she has enough latent potential to suffice. And once my ally is done working her over, she'll be easy pickings. Shouldn't be too hard after the way her so called friends acted."

"So Twilight isn't even here?" She received an evil smirk as a response. "Then why have them do all these challenges?"

"Eh, mostly for fun, really. I also wanted to see them tear each other apart with their fighting, but so far it's been a real snooze fest. Let's get back to the action and hope we haven't missed anything." The doppelganger turned away as an angered Sunset reached out and grabbed her by the wrist.

"Hold it!" The moment they made skin to skin contact a bright light shone between them and pain seemed to travel up Sunset's arm and into her entire body. The cage of fire that trapped Spike dissipated and he ran for cover. A second later the other her slapped Sunset away.

Both girls took heavy breaths after what had just happened, before the winged girl got to her feet and stood over Sunset, hate filling her eyes. "Don't. Ever. Do. That. Again!" A scream comes from one of the monitors. The demeanor of the monster girl changed from anger to childlike excitement as she turned to the screen. "Ooh, let's see what we've got." Sunset looked over to Spike who was hiding under a pipe before she got up and slowly rejoined the other girl.

In the next challenge room, Applejack and Lemon Zest had just entered as their host got back on the mic. "Okay ladies the game is simple: All you have to do is hit that." They looked over to see a punching machine with the punch force meter over the top.

"Well that don't seem all that hard." Applejack responded as she fixed her hat.

"The door will open once you hit a psi of..." Both girls drooped down as the number flashed across the screen.

"Are you out of your mind, dude? No one can hit like that." Lemon waved her hands at the wall mounted camera.

"Well I guess you'll just have to figure it out. And do it fast. I don't think that gas is going to do you any good." They looked up and saw vents running across the ceiling. The sound of the gas pumping in began to fill the room as AJ and Lemon went to work on the machine, each trying there hardest to match the numbers. Without her geode, the task proved impossible for the strong farm girl as she punched it several times, her hand bruising from the effort.

"Tick tock, ladies."

AJ prepared to strike it again, only to stop as she heard a rushing sound behind her. "Booya-ka-sha!" the CPA girl yelled as she drop kicked the meter. The action was met with little success as it still didn't come remotely near to the amount of force needed to unlock the door. All the while the gas was beginning to fill the room.

"Girl, what's wrong with you? A little heads up would have been nice."

"Sorry," Lemon responded sarcastically. "I thought if I surprised it I'd have a better chance." The comment caused Applejack to put a palm to her face. "Well do you have a better idea?"

Thinking for a moment, AJ snapped her fingers. "It's a long shot, but maybe if we combine our efforts and come at it full force together..." A nod from the neon haired girl secured the idea as both positioned themselves a good distance away and charged at the machine before colliding with the cushioned pad. The force was enough to knock both girls to the ground as Applejack yelped out in pain, gripping her left shoulder.

"I think I messed up my shoulder."

"Look." The Crystal Prep girl pointed out as the numbers tallied up. Both looked on hopefully only to be extremely disappointed as the results, though nothing to sneeze at were still far short of the goal.

"Really? You really thought that would work?" The voice mocked as both girls began to cough from the gas venting in.

"Apple girl, cover your mouth." Lemon instructed as the other girl did so with her hat. For her part the CPA girl tore off a piece of her shirt and used it as a makeshift handkerchief. It did neither of them much good as they started to become lightheaded. "Get low to the ground. It might buy us some time." Time for what she had no idea as they still needed a plan to get the door open and couldn't risk getting disqualified for Twilight's sake. Despite their best efforts, it soon became too much for the duo and they fell to their knees as the gas overtook them. AJ was the first to succumb as Lemon did her best to control her breathing to make what little breathable air last as long as possible.

"Oh, so close girls. I'd say better luck next time, but...well, you know." The mocking was the final thing Lemon heard as she reached out toward Applejack, the other girl seemingly reciprocating the gesture. Suddenly she felt an intense surge of energy jump into her as she found herself flung across the room. She struck her back against the wall but for some reason she felt no pain from it. The impact lasted but a second as she was instantly propelled off the wall yet again and soon realized she was bouncing off every surface she came into contact with. Looking down she noticed a glow emanating from her right hand, the hand she'd reached out to Applejack with. It held the geode that granted the blonde girl her supernatural strength.

"Oh no!" she uttered, realizing she'd just broken the rules before looking at Applejack who was sprawled out on the floor. "Doesn't matter. Cheat or no cheat I gotta get her out of here. Oooh, idea." She also realized that though she was going at extreme speeds, she was able to comprehend the world around her as if she was standing still. Lemon began angling herself to increase her velocity even further and ricocheted off the walls, floor and ceiling until she was where she wanted to be and crashed into the sensor paid of the punching machine. She continued to bounce until the machine recognized the number and the gas gradually began to vanish as a series of vents sucked it up.

Lemon eventually bounced to a stop, touching down a few feet from where Applejack lay. Though they may have lost the challenge, she hoped she'd at least managed to save the other girl's life. Suddenly and unexpectedly, the door to the next area opened to them. "Yes! We did it. Let's go!" She stopped as she noticed that the farm girl was no longer moving. "Apple girl? Come on." The green haired girl nudged her several times but she never roused. "Come on, stop...stop playing around. Oh no." She rolled the girl onto her back and knelt down over her, placing an ear to her chest.

"Don't you die on me trooper." Holding Applejack's nose shut she pressed her lips against hers and began performing CPR. She did it several times but got no seeming response. "You gotta get up. Twilight...she's waiting for us...for all of us." Lemon leans down dejectedly as her forehead rests on Applejack's chest. She is shocked as, a few seconds later the other girl begins coughing heavily and sat up quickly, accidentally knocking the rocker girl backwards.

"Hoo wee! What just happened?"

"Dude, you're alive." She wrapped her arms around AJ as the other girl looked a bit confused. "Come on, door's open." Lemon offered her a hand up before she threw still shaky Applejack over her shoulders and carried her like a newborn calf as they continued onward. "Twilight, here we come."

As she casually jogged down the hall, making good time as if not carrying anyone at all, the passenger decided to comment. "So...Army Cadet Corps? Forgive me for saying but I would have never pegged you for the discipline type."

"Yeah, I guess you wouldn't be able to tell by seeing me now. But you should have seen me a few years back. My dad is career military and it didn't take too long for me to want to be just like him. Growing up, I was like the model soldier. You point, I shoot. You say jump, I say how high. He decided I should sign up for the cadets and I took to it, maybe a little too well."

"What do you mean?"

"Well, when you give orders you need to make sure everyone understands you and more importantly, hears you. There was a lot of yelling involved. I got so good at it I didn't even notice how loud I was."

"I can see where that would be a problem."

"Right? Anyway, after I got to Crystal Prep, I thought I could make friends super easy but turns out not everyone was a fan of my choice of speech."

 **Four Years Ago**

Lemon hopped out of her fathers SUV as he gave her instructions. "Report back to this spot at 01600 hours, understood soldier?" She responded with a salute.

"Sir, yes sir." she shouted in return as he pulled off and she turned toward the school with a bright smile. She walked up to two of the other girls who were standing outside. "Hello, my name is Lemon Zest. What are your names." her booming voice caused both girls to cringe before they walked off, leaving the other girl a bit confused. Walking a short distance she spotted a girl with glasses and purple hair trying to talk to some other girls as they ignored her and walked off. The dejected girl was soon joined by Lemon.

"Those girls sure aren't social, are they?" Lemon blasted into the girls ear.

"Um, maybe it was your approach." the other said meekly.

"My approach?"

"Perhaps you could lower the volume."

"But this is how I always talk."

"Uh, I mean, that's not exactly how everyone communicates. Maybe if you toned it down a bit..."

Lemon looked at her for a moment before she cleared her throat several times and hummed to as she adjusted her voice. "How's..ahem...How's this?" Her voice, although still raspy, was now noticeably softer than before.

"I think that's much better."

The green haired girl spotted someone a blue haired girl and ran over to give her new voice a try. The spectacle wearing girl watched as the two shared a conversation and Lemon came running back afterward. "It worked! I can't believe it. I made my first friend. And she wants to...hang out, whatever that is. Thank you so much!"

"No problem." the girl squeaked out as Lemon gave her a death hug.

"Sorry. Well I better get going before class starts. Say, what's your name?"

"Twilight, Twilight Sparkle."

"Hope to see you around, Ms. Sparkle." She made her way into the school as Twilight began her walk toward the building as well.

 **Present**

"It still took me a bit to get out of a lot of my cadet habits and more like the Lemon we all know and love. I owe it all to Twilight and anything I can do to pay her back, I'll do without hesitation."

"I can respect that, sugar cube."

"Sugar cube? Does that mean we're friends now?"

"I'd be lying if I said we weren't and I don't lie."

"Cool."

"And uh, you can let me down now.

"Oh yeah." Lemon set her down and then handed her the geode. "Before I forget, this is yours."

"Thanks. I just hope the others fared better than we did."

 **Meanwhile**

"Will you please, _HURRY UP!_ " Sour Sweet chastised Pinkie Pie as she tried her best to stick her arm through and extremely small hole in the wall as part of their challenge which seemed on paper, so simple: reach and press the button in the adjacent room before the room they were in flooded with water. In fact, the task was much harder than it sounded as the other room was blocked by a brick wall with only a small hole that was barely big enough for Pinkie to fit her fist inside.

"I'm trying," Pinkie responded as she attempted to pull her hand back out. "Hmm, maybe I could blow it open." She pulled out a jar of sprinkles and prepared to hurl them before Sour tackled her.

"No! What is wrong with you?" She snatched the jar from the other girl. " _Were you even paying attention? She clearly said you can't use your freaky stones to help you._ "

Pinkie bopped herself on the head in her realization. "Duh, my bad."

"Your bad? _Your bad? Of all the incompetent one track minds on the planet I doubt I'll ever meet anyone with a more singular track than you. I mean I can't believe this._ "

While Sour was busy in her tirade and the water was up to their knees already, Pinkie began to mull over something in her brain. She looked down at her geode then back up to Sour Sweet who was still ranting and raving. Finally, something clicked in Pinkie's brain and she put two and two together, taking the stone and placing it in Sour's palm as she continued to talk.

" _and it's all because we can't get into that stupid room!_ " As she gestured to the wall she immediately vanished in a flash of light and found herself in the sealed off room, free of the water and right next to the button. "Huh? Who? What?"

"Press the button!" Pinkie shouted from the other side and Sour complied as the water ceased pumping into the room and began to drain out through the now open floor grates.

"Now that that's over...get me out of here!" Sour shouted as she found herself trapped on the other side of the wall.

Pinkie responded with a chuckle. "Silly. You can get yourself back out. All you have to do is use the geode." Sour turned her attention to the stone that was in her hand, not having noticed it until now. She noted that it was glowing brightly as she squeezed it in her palm and stared at the wall before almost instantly being teleported back to Pinkie's side.

"Ugh, I am never going to understand this magic junk."

"That's okay. We hardly understand it ourselves." Pinkie said in an upbeat tone.

"Well that's just peachy," Sour responded before a large frown ran across her face. " _Nice to know you have no idea what you're doing since we just lost the game for using magic._ " Her expression changed to one of surprise as the two saw the door open on the other side of the room. She promptly walked off as Pinkie followed closely behind, bouncing all the while. An already annoyed Sour took note of each bounce, her muscles tensing up with each added spring. "Do you have to do that?"

"Do what."

"Being so darn happy! If you hadn't noticed, we are in a sewer system rigged with death traps and Twilight, who we got into this mess, I might add, may be in even more danger. To top that off our respective friends may never be seen or heard from again."

"Oh, because I know everything will work out."

"And how, pray tell, do you know that?"

"Because I realize that even if things are pretty sad right now, they can only get better. I know we all hurt Twilight with our fighting and I'm super sorry about that, but the fact that we are here and we got through that puzzle proves that she means a lot to us, enough for us to put aside our differences and do what's best for her."

Sour stopped dead in her tracks as she turned to Pinkie, who sported a huge, toothy grin. "Wow, never knew under that candy coated exterior was someone so profound."

"Eh, I have my moments." Pinkie shrugged as the two continued on.

Back at the observation room, the other Sunset was having a fit as yet another team had conquered her challenge. "How is this possible? They aren't supposed to work together!"

"It's the one thing you failed to factor in...the same thing I didn't factor, friendship." Sunset's statement caused the monster girl to turn to her.

"Shut up!" she threw the chair that she was sitting on at a group of monitors. The screens shattered as shards of glass sprayed across the room. Sunset shielded herself and Spike from the incoming fragments as the other her thrashed about in a rage. She finally halted as she gripped one of the still active screens and began to stare at it, returning her mind to some semblance of clarity. "That's it. That's what I'll do." Chuckling to herself, she headed back over to the microphone.

 **Meanwhile**

"Get the lead out, we don't have time to waste." Rainbow Dash called out as Sunny Flare lagged behind her.

Sunny groaned as Dash tapped her foot impatiently. "I'm coming. Give me a break. Not everyone is like you, jungle girl." She stopped, seeing just how much longer they had to walk. "Ugh, this is torture."

"Tell me about it. If I didn't have to worry about you, I would have been there already."

"And if you would have used that tacky rock around your neck, the whole walk would have been for nothing. Now let's go, Rainbow Crash."

As if on instinct, Dash seized Sunny by the front of her blouse. "Don't you ever call me that, got it?!" she released her before moving on ahead.

"What's your deal?"

"My deal is you and your sudden interest in being Twilight's friends. I know your type."

"And what does that mean?"

"It means that I know how this go. That I know what it's like to have a friend and then suddenly lose them because the people they start hanging out with influence them." She paused for a good, long time, seemingly wiping something from her face as she was still turned away from Sunny. "They change, they become someone else. Then you realize just how little you really meant to them. That's how things turned out before and I'll be darned if I let it happen again."

Sunny had no words to answer with and only managed to open her mouth with some sort of response before Dash Shot her down. "Let's just get this over with."

They finally made it to the large chamber where their challenge awaited only to find two chairs sitting on either side of a lock box. "Welcome ladies to the next round." The voice called. "You're the final two and..."

"Cut it with the chatter and let's end this!" Dash shouted.

"Rude. As I was saying, what you see before you was your challenge, but after witnessing some rather interesting interactions, I've decided to do something very special."

Standing nearby, Sunset and Spike watched as the magical doppelganger began to glow with a red energy. "What are you doing?"

"Something interesting. You see, Sunset, you have the ability to see people's thoughts and emotions. With the sirens powers, I can do that and a little extra. I can take those feelings and bring them out."

Inside the challenge room, Dash and Sunny waited for instructions. Before long, the former began to glow as a red aura surrounded her before the voice came back. "Your new challenge, Rainbow Dash: Destroy Sunny Flare!"

"Really?" Sunny responded with a raised eyebrow and her hands on her hips. "That's your big challenge? We don't like each other but..." she paused as Rainbow Dash began to moan, her hands placed on her head and eyes clenched shut as if someone was burrowing into her brain. "Um...are you alright?"

Dash seemed to strain to stay on her feet as something was clearly wrong. "You're not...taking her...from us." Soon after, her skin color changed to a darker shade of blue, her hair became spiked and her clothing began to change.

Sunny began to back away nervously as Rainbow continued her transformation. "Dash. Rainbow, you need to calm down. She's using you to..." Before she could finish her sentence, a blinding light obscured them both. A sinister sounding laughter filled the air as Sunny's vision returned and she was greeted with Dash's completed form, which now sported a set of wings that matched her darker tone.

"Isn't she just lovely?" the intercom asked humorously. "Say hello to Nightmare Prisma. Now Prisma, about that destroying. Do that and these girls won't hurt Twilight again."

Prisma slowly turned toward Sunny, a vengeful expression on her face. As she placed her palms together, a ball of rainbow energy began to form between them. It didn't take Sunny long to figure out what was next and she decided to run. To where? It didn't matter, she just needed to vacate the immediate area.

"Here comes a fastball!" Prisma laughed as she hurled the projectile at the CPA girl. Sunny managed to dive out of the way as the orb collided with the wall, which shook the entire room and reverberated throughout the various tunnels, alerting the other girls who double timed it to their destination.

Although she'd avoided the attack, Sunny soon found herself in the clutches of Prisma. "First round knockout."

Sunny, for the first time in a long time, decided to forego rational thinking and headbutted Prisma between the eyes. The blow caused both to recoil in pain as Sunny was dropped to the ground. "Why would I use a headbutt? Ow." She felt something in her hand and found the stone that Dash wore around her neck. "Stay back, Dash. I don't want to have to use this."

"Hurry it up, will you?" the announcer said. "The game isn't over until one of you is gone."

Nightmare Prisma grew ever closer to the girl as she charged another blast. "Fine. Don't say I didn't warn you, Dash." She squeezed the stone tight in her hand as a bright light once again temporarily covered the room. Not being able to see, Prisma's blast missed completely. When she couldn't find Sunny anywhere, she unleashed a torrent of blasts that flew randomly, which ended up destroying the cameras and speaker in the room.

"Where are you!" Prisma screamed before she noticed something out of the corner of her eye, a spec that was slowly, almost unnoticed, moving across the floor. She strained her eyes to get a closer look to find an insect sized Sunny Flare rushing as fast as she could across the room.

"Shrinking," Sunny lamented. "Out of all the powers in the universe, why did I have to get shrinking?" Her thoughts were put on hold as a colossal shadow engulfed her. She looked up to find Prisma standing over her.

"Looks like you could use a hand, tiny." She raised her left boot over Sunny. "Or maybe a foot."


	9. Chapter 9

While the girls were in the midst of their host's dangerous game, Twilight was none the wiser as she sat at a small outdoor cafe with Starlight Glimmer. "Here you are ladies. Enjoy." The waiter set down their plates of food and excused himself as the two girls dug in.

"Thanks for paying, Starlight. I owe you." Twilight said as she picked up her utensils.

"You don't owe me anything, Twilight. It was my pleasure." Starlight paused for a moment before she spoke again. "You know, maybe you could meet a friend of mine. She's a little weird but I think you'd like her."

"Hmm, maybe. I should probably get back to my friends first."

"You really think that's a good idea after what they did?" Starlight saw Twilight hesitate and sighed as she decided to hammer her point home. "Let me tell you a little story: I once had a friend, Sunburst. We used to spend all of our time together. Carnivals, parties. Heck, sometimes we'd just sit and see who could solve the most math problems in the shortest amount of time. His idea. What a dork." She chuckled as she thought about the past only for her expression to change to one of sadness as she continue. "Then one day he got a scholarship to go to one of those premier schools out of state. Of course he took it. I mean, why wouldn't he. So many opportunities to be had."

"I can relate," Twilight commented. "I once thought about applying to Everton."

"Wow, you're even smarter than I thought." Starlight sat back after taking a sip of her drink and continued. "After he left we wrote and called each other every so often. Of course, he was always getting busier and busier. One day I called him and we ended up in this big argument about him being so busy. He told me that his studies came first. I haven't talked to him since. That taught me an important lesson: Friends, no matter how much they may have meant to you, are just people like everyone else. They can be selfish and self serving the same as anyone."

"I'm sorry that happened to you, Starlight. I suppose I can understand where Sunburst was coming from, though."

Starlight looked a bit surprised. "You can?"

"When I went to Crystal Prep, all there was was studying. If you didn't put 110% in you were going to fall behind. I can only imagine what kind of pressure Sunburst was under to stay competitive with the other students, let alone get ahead."

"So you're saying maybe he lashed out at me because he was under a lot of stress from school? Maybe I should have thought about that before I just...cut him out."

"Perhaps you're right about one thing, Starlight. Our friends are just like everyone else. We all make mistakes and make each other angry, but we have a bond, something that we've developed over our time together that's special. Despite what they did today, they're still my friends and I know they had the best of intentions, no matter how misguided they may have been." She pulled out her phone to call anyone of them but was stopped as Starlight grabbed her by her wrist.

Starlight lingered for a moment before she looked Twilight in the eyes. "You-you can't. You'll never reach them with that."

"Starlight?"

"I'm sorry." She handed Twilight a piece of paper as she looked away dejectedly. "I thought she could give me what I wanted but you're too good a person for me to do that to you. The information on there should lead you to your friends."

"I-I don't understand."

"Just hurry. They need you." Starlight watched as Twilight rushed out the door and she turned her face down toward the meal in front of her. "Good luck."

 **Meanwhile**

"Oh if only I could have seen the look on her face at the end." Sunset's twisted copy laughed joyously as the original and Spike looked at her in disgust as she had gotten at least one of the cameras back online to see that Dash had completed her part. She also made sure to siphon off any excess magic the girl had from her rampage. "Oh, why the angry eyes, Sunset? You'll be reunited with your friends soon. Well, most of them anyway. And just when everyone was starting to get along."

At this point Sunset had had enough and rushed over and grabbed her doppelganger by the collar of her tattered jacket. "What is wrong with you?" She is almost immediately thrown against a wall as the other her used her siren acquired sonic scream on her. The concussive blast rendered her unconscious as Spike ran over to her.

"What did I say about touching!? You know, I could have just fused myself with you again, but I didn't. We could have had so much power. And you decided to throw it all away for...friendship. You don't deserve to be a part of what I'm about to achieve. "

"Sunset?" The dog licked her hand in an attempt to wake her as noise came from the tunnels on the other side of the room.

Down in the tunnels, the girls made their way forward until they had finally met up at the very end of the labyrinth into the huge room. "Indy!" Lemon Zest ran over and wrapped her friend in a tight hug. "I thought I'd never see any of you girls again. This place has been crazy."

"Lemon, stop. No more hugging. Fluttershy nearly snapped me in half earlier." The green haired girl immediately released her as the others greeted each other. "Besides, me and Flutters almost got trampled by a raging bull."

"I doubt it compares to almost drowning in a room full of water before you reach a button through a tiny hole." Pinkie chimed in as she leaned on Sour Sweet.

"A room with a wild animal in it and a room filling with water hardly compare to the almost nonexistent room that Rarity and I faced.

"What's really important is that we're all safe now." Rarity said as the others nodded.

The conversation was interrupted by a slow clapping that came from above them as the group looked to their left to see someone walking across the elevated scaffolding. "Bravo, ladies. Bravo indeed."

"Sunset?" Applejack looked shocked as they saw what looked like their friend, albeit with some very drastic changes in appearance.

"Not quite. I've actually been thinking of a name change once this whole thing is over. Something regal. Solar Radiance has a nice ring to it." She descended the stairwell to the ground floor and approached them. "Yes, that will do nicely. But I feel we're getting off topic."

"Where's Twilight?" Pinkie demanded. "We finished your fun and scary challenges, now hand her over."

"Ms. Sparkle will be along shortly, though I doubt she'll be departing with any of you. Still congratulations are in order for making it through. Especially you, Rainbow Dash. You deserve a special commendation for going that extra mile."

"Dash?" Fluttershy turned to the girl who stood behind the rest of the group.

"Hey, where's Sunny Flare?" Indigo pointed out as a downtrodden Dash looked to the ground.

Solar Radiance chuckled as she did a little spin. "Go ahead Dashy. Tell them. Tell them all how you did it."

The others looked confused as Dash tensed up even more. Fluttershy was the first to speak up and question her friend. "What is she talking about?"

Indigo got between them and grabbed Dash by the front of her shirt. "What did you do to Sunny?"

Tears began to stream down Dash's face as the pain of having to admit it made it near impossible to speak. "I-I didn't mean it, I was just...so angry and..."

"And you stomped on her like the pathetic little ant she was." Radiance chimed in.

"It ain't true!"

"You're lying!"

"She'd never do that!"

"How could you?"

"She didn't deserve that!"

Fluttershy pried Dash away from Indigo as the rainbow haired girl dropped to her knees."It's not true. Tell them it isn't true, Dash. Please."

The girl lingered for a long time before her quivering lips finally settled enough for her to respond. She looked her friend in the eyes as Fluttershy had knelt down to her. "I...didn't...mean to..." Rainbow broke down in tears again as her friend allowed her to cry into her shoulder.

"It'll be okay, Dash."

"How?" Sour shouted. "You can't bring her back, even with all your sparkly power up stuff." The group soon broke into arguing again as the Canterlot girls tried to defend Dash while the Crystal Prep crew tried to peg the blame on her for what had happened to Sunny. All the while, Radiance soaked all the disharmony in.

"Nothing like a good fight to get the old batteries charged."

"Girls?" Everyone froze as they heard the all too familiar voice echo through the halls. "Girls are you down here?" Twilight Sparkle emerged from one of the halls on the catwalk above them.

"Twilight!" many of them shouted to there joy and Radiance's displeasure upon not seeing Starlight accompanying her.

"Oh, thank goodness you're all okay. What's going on down here?" Before she could receive and answer, the monstrous Sunset doppelganger propelled herself up to Twilight with as much strength as she could generate with her single wing and grabbed her from behind. She place her clawed hand around the girl's neck.

"Twi!" Lemon and Pinkie said in unison as they and the others could only look on.

"This is not how it was supposed to be. That little traitor will pay for this once I have my new body."

"Let me go!" Twilight struggled to free herself only for the grip of her captor to tighten. "What are you?"

"Oh Twilly, I'm hurt. You don't recognize the better half of your old friend, Sunset? Don't worry though, we'll have plenty of time to get acquainted."

Radiance looked at the group below her as they seemed ready to jump to their friend's aid. "Oh no you don't. Geodes off or else." After a few tense seconds, the girls reluctantly complied and removed the stones. "Now toss them over to the stairs." They followed the second order, same as the first. "Good. Now, Twilight, despite my plans not going exactly as I intended, you are going to fuse with me and make me more powerful than I could have imagined. So say goodbye to your so called friends."

"They are my friends," Twilight rebuked, "No matter what they did, they cared about me enough to come after me and try to make things right."

"Ugh, sentiment." Radiance rolled her eyes with contempt. "Well take a good look, because this is the last time you'll ever see them again. Once we're one, I'll finally be whole again with a brand new body to boot." Her hands began to glow as Twilight felt a searing pain travel through her body. "Oh and this will only hurt a lot."

"Stop!"

"Twilight!"

"We need to do something."

Everyone took notice as Rainbow Dash walked to the stairs. "Don't do this. Take me instead."

"Rainbow Dash, what on Earth are you doing?" Rarity inquired as the other girls were likewise surprised.

"If anyone is going to get fused with that thing, it might as well be me."

Radiance was slightly amused and halted the absorption process for the time being. "And why, pray tell, would I do that?"

"You want a new body, why not take the most athletic one? Twilight has friends and family, people who will miss her if she's gone. After what I did to Sunny Flare...no one will miss me."

"Dash, don't say that." Applejack spoke up. "You can't do this." She was instantly silenced as Radiance threw a fireball at her that knocked the cowgirl off her feet.

"Quiet. Thinking. You got yourself a deal, Dashie. Just come on up and I'll release Twilight." She watched with wicked glee as Dash made her way up the stairs, her head held low as she grew closer.

"Oh boy, that took forever to get here." A voice said which caused Solar Radiance to look around in confusion as none of the girls had said a thing.

"Well, hurry up, Dash. We don't have all day." her words made the sullen Dash moved a bit faster but not by much.

"Should be around here somewhere." the voice said again as Radiance looked again but brushed it off as Dash stood in front of her.

"Excellent. Now then." She threw Twilight away and grabbed Dash by the arm. "Your power and body are mine now."

"Oh, that's what it looks like up close. Well better get too it." This was the last time Radiance heard the voice before a deafening ringing echoed through her head and she found herself on the ground and clutching her left ear. The other girls looked in astonishment as Dash raced back down the stairs with Twilight.

Rainbow immediately hugged Twilight as the others ran to them. "You okay, Twilight?"

"I think so but, how did you do that?"

Dash smirked as she looked up to the still debilitated Sunset look a like. "That would be the MVP of the team." They looked over as a coin sized orb of purple light escaped from Radiance's ear and flew down to them. It soon expanded and grew into a recognizable form with a blue stone around her neck.

"Sunny!" the girls shouted in unison as they gathered around her.

"You're okay!" Lemon shouted joyously.

"Yeah, I'm okay."

Seeing the girls celebrating, Radiance struggled to her feet. "But...how?"

"You see, after you made Dash lose control I thought I was a goner," Sunny began to explain as she turned to her. "but after she busted up your cameras..."

"Sunny here managed to get through to me." Dash put Flare in a playful headlock as she continued. "Got to give her props for getting the message through my thick skull. After that it was all a matter of tricking you into thinking you'd won. A little acting, making sure we got close enough to neutralize you and here we are."

"The geode..."

Sunny looked at the stone on the ground as the others retrieved theirs. "That? That's just one of my earrings. Not a perfect copy but it fooled you, didn't it?"

Dash leaned on Sunny as the two looked to Radiance with wide smirks. "Face it, you lost, we win. Five round clean sweep, unanimous decision."

"You! You think this is over?" Radiance could feel the powers she had stolen already beginning to leave her as she stared down at the girls. "I will not lose to you pathetic humans. AHH!" She clutched her chest as flames began to generate from it and engulfed her. When the fire finally died down, the group was faced with a figure that was all too familiar to the Rainbooms. She'd now taken on the appearance of Sunset's twisted form from the fall formal.

"It's the she-demon!" Pinkie exclaimed. "Everybody run!"

"We can take this cheap Halloween prop down, no problem. Especially after what she put us through." Indigo chimed in.

"Well if you're up for it." Applejack looked at her geode. "I've got an idea. Y'all remember at Camp Everfree? We don't have to wear the geodes, we just need to be close to them." She handed hers to Lemon as the other Rainbooms did the same for the Shadowbolts.

Twilight stepped up as well. "Let's do this girls."

"I'll fry you all!" Radiance brought her arms up and created a giant fireball that she hurls at them. The group quickly separated as the projectile slammed into the ground. Fluttershy, with her lack of combat abilities, ran for cover but lost her footing from the blast and fell to the ground. "Flutter bye bye." She hurled another ball of fire at the girl who put her hands up and closed her eyes.

"Fluttershy!" Dash sped toward her only to be surprised when a green blur flew pass and grabbed the animal loving girl. It soon bounced to a halt as Lemon Zest sat her down.

"You better get somewhere safe. We got this."

"Thank you." Fluttershy rushed off to find a safe spot to take cover. Rainbow gave Lemon a thumbs up as the girl reciprocated the gesture with a military salute.

As the other girls spread out, Rarity noticed that Indigo hadn't gotten far as she was clutching her side. Radiance took note as well and hurled a torrent of fire at the girl who responded by activating her elemental powers and combating the attack with flames of her own. Pain overcame her and her attack faded as the monster girl's flames almost engulfed her if not for Rarity's shield protecting them both. "No need to worry, my dear. I have this well in hand." Unfortunately for Rarity, the shield soon gave way as Radiance brought all of her weight down on the gem shield and smashed it to pieces, the resulting shock knocking the girl back.

"You were saying?" Indigo shot back as the two were at the mercy of the winged creature looming over them. Suddenly something stuck to on the forehead of the beast as she raised a finger to it and tasted it.

"Butter cream frosting?" She thought for a moment before realizing all too late and the confection, courtesy of Pinkie Pie, exploded. The blast knocked her across the room only for her to rise a few moments later.

Rainbow zipped passed her several times and kept her off balance before being seized in her claws. "Um...time out?"

"Permanently." Her attempt to finish Dash was cut short as she found herself lifted and thrown by Applejack, dropping the rainbow haired girl in the process.

"Don't worry, you'll beat us," She looked to her left to find Sour perched on her shoulder. " _when pigs fly._ " She teleported to the other shoulder and around her as Radiance failed each time to get her.

"I'd stop getting distracted if I were you." She looked up, only to find almost three dozen Sugarcoat clones raining down and smothering her.

Pinkie joined in, happily hopping on top of the pile. "Dog pile on the bad guy! Dog pile on the bad guy!"

Things took a turn for the worst as a bright glow escaped the mosh pit of Sugarcoats as Radiance unleashed a torrent of energy that knocked them all away. "Get off!" She was even less amused as Pinkie continued to bounce on her head.

"Dog pile on the bad guy!"

"Enough!" She unleashed an even larger wave that knocked all of the girls away. "I am done with this nonsense!" One of the few that remained standing was Twilight who attempted to use her powers to hold Radiance in place. It did little good as the she-demon merely shrugged it off and advanced on her. "You will fuse with me, whether you want to or not."

"No she isn't." The two turned as Sunset Shimmer appeared on the catwalk. "Time to end this the way it started." Sunset clutched her geode as the glow from it began to activate the others. Soon a beam shot from each of them and joined together to create the familiar rainbow harmony beam.

Radiance began to back away. "No, not again!" She formed the largest ball of fire she could muster and hurled it at her counterpart. The beam easily dissipated the projectile and, same as the Fall Formal, encased the she-demon in it's power which ultimately resulted in an explosion. Twilight and the others shielded their eyes as the smoke cleared, with a significantly smaller crater than before left in the center of the room with smoke emanating from it.

"Wow." Lemon said as the girls got to their feet. "Now that was crazy."

"Twilight, girls! Are you okay?" Sunset ran down the stairs to meet with the others as they came together for a group hug.

"I'm fine, really." Twilight assured as the group separated. Indigo immediately grabbed her and squeezed her even tighter.

"We were so worried about you. Don't you ever scare me like that again." She stopped as she noticed the others looking at her and stepped back. "I uh...glad you're okay, nerdling." Indigo was surprised as Fluttershy of all people gave her a playful punch in the arm.

"Is she, though?" Sunny Flare pointed to the crater as the smoke dispersed and everyone made their way over to inspect it. Everyone was shocked as they stared down into the hole. "Oh my goodness...It's so cute!"

Sitting at the bottom was a small yellow furred pony, it's major characteristics being it's fiery gold and orange mane and the fact that it had a horn on it's forehead. It sat there until it shook it's head and crawled out of the hole before looking at them and then back to itself. Soon it began panicking as if surprised by it's own form.

Dash was the first to speak up. "Is that really her?"

"Looks that way," Sunset responded. "Not sure how that worked, but I doubt she'll be hurting anyone ever again."

The now pony Radiance opened her mouth to speak, only for whinnies to sound instead of coherent words and she covered her muzzle with the discovery. The girls, confident that the threat had ended, gathered around the small unicorn. She huddled up defensively with all the chatter around her.

"What do we do with her?" Twilight asked.

"She's adorable. Do you want to come home and be my little pony?" Sunny Flare inquired.

"Well I do have a farm. Reckon I could put her up in a stable." said Applejack.

" _I say we ship her straight to the factory and get a few bottles of glue for all our trouble._ " Sour Sweet chimed in with an angered look.

Fluttershy forced her way through the group and moved the others back. "Everyone, just give her some room." She cautiously approached the unicorn, knelt down in front of her and used her geode to communicate. "It's okay, sweetie. We're not going to hurt you."

Radiance responded with a few short whinnies that to Fluttershy translated: "No, but I'm going to hurt you." She lunged at Fluttershy and tried to snap her hand with her teeth which caused the girl to fall backwards as the unicorn went on a rampage. Immediately after she tackled Sunny Flare who did her best to hold off the miniature horse until Rarity tried to pull her away. This resulted in Radiance spinning around and clamping onto the fashionista's hair.

"She's got my hair! She's got my hair!" she screamed as she was forced to the ground by the yanking animal.

"Don't worry Rarity. I got it." Indigo grabbed the unicorn by the tail and tried to pull her away only to be bucked in the stomach and released her. "Right...I'll just...leave you alone." She laid her head against the floor and held her stomach in pain.

In desperation, Rarity threw another diamond shield that flung the unicorn back and away fro the group. She got up and noticed that Twilight had been knocked down in the confusion and charged straight for her. "Look out!" In the blink of an eye, Sunset had leaped between them and the two Sunsets collided in a ball of light that engulfed both.

Sunset opened her eyes and found herself in a black void. Across from her was the only other entity that resided in this mysterious place. "Look what you've done!" Radiance shouted as the two floated through the emptiness. "You ruined everything! Now I'm stuck with you again!"

"Where are we?" Sunset inquired.

"You moron! We are in your mind. Thanks to you I'm trapped in your body forever. But it's not a total loss." A red aura surrounded Radiance as she flew forward and wrapped her hands around Sunset's neck. "I'll make full use of this opportunity. It's apparent we can't coexist. So I'm going to bury you, like you tried to bury me."

"I...didn't..." Sunset managed to choke out as she did her best to fight back.

"Shut up! After that night you thought I would just go away. Like all the bad things you did never happened. Well you can't pretend they didn't because if that were true, I wouldn't be here." Sunset could feel herself fading, not just strength-wise either. Her body was physically fading away into the darkness. "Once I'm done, you won't remember any of your stupid friends, and I'll be free to take back the life you threw away. Might take some time, but I will be a princess. No, a queen. All you'll be is a nagging feeling in the back of my head."

Sunset slowly began to close her eyes as the power overtook her. "Sunset." She couldn't imagine what this thing would do to her friends once it took over. "Sunset!" There it was again. It was a different this time and soon they came one after another. Her eyes opened as a portal opened above her and Radiance where her friends could be seen standing around the orb that had encased the duo's body. "Sunset, can you here us?"

Suddenly a similar gold glow emanated from Sunset and her body began to reappear. This terrified Radiance who tried even harder to end things. "No! No! This can't happen!" She was soon faced with Daydream Shimmer who looked in no mood for anymore of this and blasted her with one good attack that drained her of all her power. Shimmer floated over her and merely looked down at her. "What? I suppose now you're going to try to show me the...magic of friendship and redeem me?"

"No. And you're right. I can't just act like you and the things I've done don't exist. They are always going to be a part of me. But they are my past, and my past is not today."

Radiance rolled her eyes. "Catchy, you should think about making that into a song." Suddenly a set of chains flew out of the void and shackled her legs. "What is this?"

"I can't allow you to harm my friends ever again. So I'm locking you away in my memories. You'll be...what was that you said? Oh yeah, a nagging feeling in the back of my head." Shimmer turned away and began to fly toward the portal.

"I know what you're doing. Just trying to make me sweat it out until I give in. Is that it?" She watched Sunset drift farther and farther away as the chains began to pull at her legs. "I'm-I'm sure if you just think about this rationally we could...work something out." Another set of chains shackled her wrists then one around her neck and she was dragged into the darkness with even greater speed as her voice became more panicked by the second. "Sunset, don't do this, please."

"Good bye." Were the last words from Sunset's lips as she began to fade from view.

"I'll-I'll get out of this Sunset! You'll see! No matter how long it takes, I will get out of this! Even if takes me to the final moments of your pathetic human life. And with the last of our breath, you'll now! You'll know that Queen Solar Radiance won in the end! Do you hear me, Sunset Shimmer!?" She looked around as Sunset was now well and truly gone and fully fell into her despair. "Sunset? I don't want to be left alone."

The other girls stood around the orb with baited breaths as the orb vanished in a flash of light and Sunset sat on the ground, dazed but okay. "Sunset, what happened? Where is that other you?" Twilight asked as the others rained down a seemingly endless flow of questions themselves. The fiery haired girl put up a hand to halt the questions and stood up slowly.

"It's alright girls. Like I said before. She won't be hurting anyone ever again. Now let's all go home."


	10. Epilogue

**One Week Later**

"You sure you're okay, Sunset?" Applejack asked as they walked through the mall. "I mean, I've never seen you yell at anyone like that."

"I'm fine. I just...haven't gotten a lot of sleep that's all." Sunset assured as they continued on. "I need to use the little girl's room. Why don't you go find the girls and I'll meet you in a minute?"

"Sure thing, Sunset."

The two went separate ways as Sunset went to the ladies restroom and entered one of the stalls. She locked the door and closed her eyes. When she opened them, she found herself in a modified version of her home, with a large television, lavish furniture and a wall filled to the brim with books. Turning her head, she spotted the source of her uncontrolled outburst earlier. "Will you stop!?"

Solar Radiance laid on a long couch, reading a book before she marked the page and placed it on the table. "Care to be more specific Sunny?"

"Stop pressing my buttons. You know, I actually felt bad for you. That's the whole reason I didn't just leave you in a black void of nothing and let you have this. So I'd appreciate it if you would stop tapping into my emotions and making me look like a fool in front of everyone."

"Sheesh, fine. Take all the fun out of life. I'm bored in here. All the shows in your memories are so dull. It wouldn't hurt you to watch something with a little more excitement every once in a while."

Sunset sighed as she looked at her double still casually laying there. "Alright, I'll try to broaden my horizons a bit. Will you just take it easy. You don't exactly pay rent."

"Deal. Now run along and enjoy your time with your friends. Just be careful you don't let it slip that I'm still here. Who knows how they'd react if they found out you were lying to them." Sunset didn't respond and began to fade out of the realm in her mind. "Oh and the next time you dream about that cute boy in math class, tell him to come up and see me sometime."

Sunset found herself back in the stall and soon exited and found both her Canterlot High and Crystal Prep friends gathered around two tables in the food court. "Hey girls." The others waved as she took a seat.

"Hey Sunset." Indigo, who was seated in a wheel chair due to her injuries, greeted her. "So what's on the agenda today?"

"Well, there is this awesome movie I thought we could all go see." Dash chimed in. "It's got epic action scenes and explosions galore."

"Sounds like fun," Twilight noted before she turned her head. "Starlight?" The others turned to see the purple haired girl that had teamed up with Solar Radiance in her plot against them. Many of them met her with mixed expressions. "What are you doing here?"

"Just came to say good bye. I thought a lot about what you said and I've decided to go see Sunburst. Maybe we can patch things up if we sit down and talk. Wanted to say bye before I go."

"That's great, Starlight." The two shared a hug.

"I even made a new friend. She said she'd travel with me."

"What's up?" Everyone was shocked as they saw the siren, Ghost Note appear from around the corner. "Name's Ghost Note. Nice to meet you." She greeted them as if she had never met any of them before.

"Nice...to meet you too." Twilight extended her hand and shook the girl's as the others looked on.

"Well, we've got a train to catch. See you around." Starlight waved as she headed off. "You coming Ghost?"

"Yep, be there in a second."

"You better watch yourself." Sunset warned. "If you try anything..."

"Hey, chill. I've been de-clawed. Couldn't hurt you girls if I wanted to. Tell Adagio and her friends I'll see them around. I'm sure you'll be seeing my friends soon enough." She smirked as she rushed to catch up with Starlight.

"Wonder what she meant by that." Sunset wondered as her phone rang. "Hello."

"I'm sorry, I'm sorry, I'm sorry." a frantic Trixie repeated over and over.

"Trixie, slow down. What's going on?"

"These girls showed up at school and interrupted my club. I thought they looked suspicious and I know you told me not to get involved but I got involved and now I really need your help! AHHH!" The phone promptly hung up.

"Trixie? Trixie!" Sunset turned to the girls. "Looks like we've got trouble. Let's go!"

Twilight turned to the Crystal Prep girls to apologize. "Girls, I'm really sorry but we have to take care of this."

" _Now wait just one darn minute._ " Sour shouted as the Crystal Prep crew looked to each other than back to Twilight and the CHS girls. "As if we're gonna let you girls have all the fun. Count us in."

Pinkie jumped into the air excitedly. "Super best friends team up!"


End file.
